Sec Form 13G Filing - Zhao Bin @ AGORA INC ADS

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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			UNITED STATES
			SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Agora, Inc.

______________________________________________________________________________

(Name of Issuer)

Class A Ordinary Shares, par value of $0.0001 per share

______________________________________________________________________________

(Title of Class of Securities)

00851L103**

______________________________________________________________________________

(CUSIP Number)

December 31, 2020

______________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o			Rule 13d-1(b)
o			Rule 13d-1(c)
x			Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** CUSIP number 00851L103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No. 00851L103
1.	Names of Reporting Persons. Bin (Tony) Zhao
2.	Check the Appropriate Box if a Member of a Group (See Instructions).
	(a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 83,417,095 ordinary shares(1) (See Item 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 83,417,095 ordinary shares(1) (See Item 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 83,417,095 ordinary shares(1) (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 19.7% (See Item 4)
12.	Type of Reporting Person (See Instructions) IN

————————

(1)Includes (a) 76,179,938 Class B ordinary shares held by Soundscape Limited, a British Virgin Islands company wholly-owned by Mr. Bin (Tony) Zhao; and (b) 7,237,157 Class A ordinary shares held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in our company. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.

SCHEDULE 13G


CUSIP No. 00851L103
1.	Names of Reporting Persons. Soundscape Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions).
	(a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 76,179,938 ordinary shares (See Item 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 76,179,938 ordinary shares (See Item 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 76,179,938 ordinary shares (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 18.0% (See Item 4)
12.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13G


CUSIP No. 00851L103
1.	Names of Reporting Persons. YY TZ Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions).
	(a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 7,237,157 ordinary shares (See Item 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 7,237,157 ordinary shares (See Item 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,237,157 ordinary shares (See Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.7% (See Item 4)
12.	Type of Reporting Person (See Instructions) CO


Item 1(a).			Name of Issuer: Agora, Inc.

Item 1(b).			Address of Issuer’s Principal Executive Offices: Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, The People’s Republic of China

Item 2(a).			Name of Person Filing: Bin (Tony) Zhao Soundscape Limited YY TZ Limited
Item 2(b).			Address of Principal Business Office, or, if none, Residence: Bin (Tony) Zhao c/o Agora, Inc. Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, The People’s Republic of China Soundscape Limited Trinity Chambers, PO Box 4301 Road Town, Tortola British Virgin Islands YY TZ Limited Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands
Item 2(c).			Citizenship: Mr. Bin (Tony) Zhao – People’s Republic of China Soundscape Limited – British Virgin Islands YY TZ Limited – British Virgin Islands.
Item 2(d).			Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”). Holders of Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share (the “Class B ordinary shares”) have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.
Item 2(e).			CUSIP No.: 00851L103 CUSIP number 00851L103has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares.


Item 3.			If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
			Not applicable


Item 4.			Ownership

The following information with respect to the ownership of the Class A ordinary shares by each of the reporting persons is provided as of December 31, 2020:

Reporting Person

Amount
beneficially owned:

Percent of

class(1):

Sole power to vote
or direct the vote:

Shared power to
vote or to
direct the vote:

Sole power to
dispose or to
direct the
disposition of:

Shared power
to dispose or
to direct the
disposition of:

Bin (Tony) Zhao

83,417,095 ordinary shares(2)

19.7%

83,417,095 ordinary shares(2)

Soundscape Limited

76,179,938 ordinary shares(3)

18.0%

76,179,938 ordinary shares(3)

YY TZ Limited

7,237,157 ordinary shares(4)

1.7%

7,237,157 ordinary shares(4)

(1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 423,482,562 ordinary shares as a single class, being the sum of 347,302,624 Class A ordinary shares and 76,179,938 Class B ordinary shares, outstanding as of December 31, 2020.

(2) Includes (a) 76,179,938 Class B ordinary shares held by Soundscape Limited, a British Virgin Islands company wholly-owned by Mr. Bin (Tony) Zhao; and (b) 7,237,157 Class A ordinary shares held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in our company.

(3) Represents 76,179,938 Class B ordinary shares held by Soundscape Limited.

(4) Represents 7,237,157 Class A ordinary shares held by YY TZ Limited.


Item 5.			Ownership of Five Percent or Less of a Class
			Not applicable

Item 6.			Ownership of More than Five Percent on Behalf of Another Person
			Not applicable

Item 7.			Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
			Not applicable

Item 8.			Identification and Classification of Members of the Group
			Not applicable

Item 9.			Notice of Dissolution of Group
			Not applicable

Item 10.			Certifications
			Not applicable

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 3, 2021


Bin (Tony) Zhao

By:			/s/ Bin (Tony) Zhao



Soundscape Limited

By:			/s/ Bin (Tony) Zhao
Name: Bin (Tony) Zhao
Title: Director


YY TZ Limited

By:			/s/ Bin (Tony) Zhao
Name: Bin (Tony) Zhao
Title: Director

LIST OF EXHIBITS

Exhibit 99.1 — Joint Filing Agreement

Sec Form 13G Filing - Zhao Bin filing for AGORA INC ADS (API) - 2021-02-04