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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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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. )*
CHINDATA GROUP HOLDINGS LTD
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(Name of Issuer)
Class A Ordinary Shares, par value US $0.00001 per share
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(Title of Class of Securities)
16955F107*
--------------------------------------------
(CUSIP Number)
December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[] Rule 13d-1(c)
[] 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.
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).
*CUSIP represents American Depositary Shares, each representing two Class A
Ordinary Shares
Page 1 of 8
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CUSIP No. 16955F107 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
MY.ALPHA MANAGEMENT HK ADVISORS LIMITED
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Hong Kong
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
20,512,854
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
20,512,854
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
20,512,854
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
5.7 %
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12. Type of Reporting Person
FI
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Page 2 of 8
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CUSIP No. 16955F107 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
MASAHIKO YAMAGUCHI
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
HONG KONG
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
20,512,854
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
20,512,854
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
20,512,854
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
IN, HC
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Page 3 of 8
Item 1(a). Name of Issuer:
CHINDATA GROUP HOLDINGS LTD
Item 1(b). Address of Issuer's Principal Executive Offices:
No. 47 Laiguangying East Road, Chaoyang District
Beijing, 100012 The People's Republic of China
Item 2(a). Name of Persons Filing:
(i) MY.Alpha Management HK Advisors Limited ("MYAM"),
the investment manager to certain funds and separate managed
accounts (collectively, the "Funds"), with respect to Class A
Ordinary Shares represented by American Depository Shares held
bY the Funds; and
(ii) Masahiko Yamaguchi, being the sole shareholder and control
person of MYAM, with respect to Class A Ordinary Shares
represented by American Depository Shares held by the Funds.
As investment manager to the Funds, MYAM exercises voting and
investment power over the Class A Ordinary Shares represented
by American Depository Shares held by the Funds. Mr. Yamaguchi
is the sole shareholder and control person of MYAM. Hence, MYAM
and Mr. Yamaguchi may be deemed to beneficially own the Class A
Ordinary Shares represented by American Depository Shares held
by the Funds. MYAM and Mr. Yamaguchi are herein referred to as
the "Reporting Persons".
Item 2(b). Address of Principal Business Office or, if none, Residence:
Level 18, Two Chinachem Central
26 Des Voeux Road Central
Central, Hong Kong
Item 2(c). Citizenship:
MYAM - Hong Kong
Masahiko Yamaguchi - primary residence is Hong Kong
Item 2(d). Title of Class of Securities:
Class A Ordinary Shares, par value US $0.00001 per share
Item 2(e). CUSIP Number:
16955F107
Page 4 of 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[X] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
MYAM is licensed by the Hong Kong Securities and Futures
Commission to carry on a business in Type 4 (advising on
securities) and Type 9 (asset management) regulated activities.
Item 4. Ownership.
The information required by items 4(a) - (c) is set forth in
Rows 5 - 11 of the cover page for each of the Reporting
Persons and is incorporated herein by reference.
The percentages set forth herein are calculated based upon
359,099,633 Class A Ordinary Shares outstanding as of
December 31, 2021, as reported by the Issuer on Form 20-F
filed with the Securities and Exchange Commission on April
29, 2022.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Page 5 of 8
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.
See Item 2(a) and Item 3.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Each Reporting Person hereby makes the following
certification:
By signing below each Reporting Person certifies that, to
the best of my knowledge and belief, (i) the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect; and (ii) the
foreign regulatory schemes applicable to asset managers
licensed by the Hong Kong Securities and Futures Commission
to carry on a business in Type 4 (advising on securities)
and Type 9 (asset management) regulated activities are
substantially comparable to the regulatory schemes
applicable to the functionally equivalent U.S. institutions.
The Reporting Persons also undertake to furnish to the
Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.
Page 6 of 8
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 10, 2023
MY.ALPHA MANAGEMENT HK ADVISORS LIMITED
By:/s/ Kevin Carr
----------------------------------------
Name: Kevin Carr
Title: Director
MASAHIKO YAMAGUCHI
By:/s/ Masahiko Yamaguchi
----------------------------------------
Name: Masahiko Yamaguchi
Page 7 of 8
EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Date: February 10, 2023
MY.ALPHA MANAGEMENT HK ADVISORS LIMITED
By:/s/ Kevin Carr
----------------------------------------
Name: Kevin Carr
Title: Director
MASAHIKO YAMAGUCHI
By:/s/ Masahiko Yamaguchi
----------------------------------------
Name: Masahiko Yamaguchi
Page 8 of 8