Sec Form 13G Filing - Lai Jinnan (Marco) filing for SOUND GROUP INC ADR (SOGP) - 2022-02-14

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 disclosures provided in a prior cover page.

There is no CUSIP number assigned to the ordinary shares. CUSIP number 53933L104 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on NASDAQ Stock Market under the symbol “LIZI.” Each ADS represents 20 Class A ordinary shares, par value US$0.0001 per share.

  Names of Reporting Persons

  Jinnan (Marco) Lai

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0 ordinary shares

  Shared Voting Power

  207,140,000 ordinary shares ⁽¹⁾

  Sole Dispositive Power

  0 ordinary shares

  Shared Dispositive Power

  207,140,000 ordinary shares ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,140,000 ordinary shares ⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  20.41% ⁽²⁾

  Type of Reporting Person

  IN

Represents the sum of 192,215,000 Class B ordinary shares and 14,925,000 Class A ordinary shares (including 1,660,000 Class A ordinary shares held in the form of 83,000 ADSs, each representing 20 Class A ordinary shares) held by Mr. Jinnan (Marco) Lai through Voice Future Ltd, or Voice Future, a British Virgin Islands company. The 14,925,000 Class A ordinary shares are held by Mr. Jinnan (Marco) Lai in trust for the benefits of certain independent third parties. Voice Future is 5% owned by VOICE WORLD Ltd, an entity controlled by Mr. Jinnan (Marco) Lai, and 95% owned by Voice Home Ltd. The entire interest of Voice Home Ltd is held by The Core Trust Company Limited as trustee for a trust established by Mr. Jinnan (Marco) Lai as settlor for the benefit of beneficiaries designated by Mr. Jinnan (Marco) Lai. All of the voting and dispositive power of Voice Future is vested in VOICE WORLD Ltd. VOICE WORLD Ltd is wholly owned by Mr. Jinnan (Marco) Lai.

Calculated based on 1,015,014,615 ordinary shares issued and outstanding as of December 31, 2021, having assumed conversion of all Class B ordinary shares into the same number of Class A ordinary shares.

  Names of Reporting Persons

  Voice Future Ltd

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  207,140,000 ordinary shares ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  207,140,000 ordinary shares ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,140,000 ordinary shares ⁽¹⁾

  Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  20.41% ⁽²⁾

  Type of Reporting Person

  CO

Represents the sum of 192,215,000 Class B ordinary shares and 14,925,000 Class A ordinary shares (including 1,660,000 Class A ordinary shares held in the form of 83,000 ADSs, each representing 20 Class A ordinary shares) held by Voice Future Ltd, or Voice Future, a British Virgin Islands company. The 14,925,000 Class A ordinary shares are held by Mr. Jinnan (Marco) Lai in trust for the benefits of certain independent third parties. Voice Future is 5% owned by VOICE WORLD Ltd, an entity controlled by Mr. Jinnan (Marco) Lai, and 95% owned by Voice Home Ltd. The entire interest of Voice Home Ltd is held by The Core Trust Company Limited as trustee for a trust established by Mr. Jinnan (Marco) Lai as settlor for the benefit of beneficiaries designated by Mr. Jinnan (Marco) Lai. All of the voting and dispositive power of Voice Future is vested in VOICE WORLD Ltd. VOICE WORLD Ltd is wholly owned by Mr. Jinnan (Marco) Lai.

Calculated based on 1,015,014,615 ordinary shares issued and outstanding as of December 31, 2021, having assumed conversion of all Class B ordinary shares into the same number of Class A ordinary shares.

  Names of Reporting Persons

  VOICE WORLD Ltd

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  207,140,000 ordinary shares ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  207,140,000 ordinary shares ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  207,140,000 ordinary shares ⁽¹⁾

  Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  20.41% ⁽²⁾

  Type of Reporting Person

  CO

Represents the sum of 192,215,000 Class B ordinary shares and 14,925,000 Class A ordinary shares (including 1,660,000 Class A ordinary shares held in the form of 83,000 ADSs, each representing 20 Class A ordinary shares) held by VOICE WORLD Ltd, a British Virgin Islands company. VOICE WORLD Ltd holds all the voting power of Voice Future Ltd and may be deemed to have the power to voting and disposition of the 192,215,000 Class B ordinary shares and 14,925,000 Class A ordinary shares held by Voice Future Ltd. Voice Future is 5% owned by VOICE WORLD Ltd, an entity controlled by Mr. Jinnan (Marco) Lai, and 95% owned by Voice Home Ltd. The entire interest of Voice Home Ltd is held by The Core Trust Company Limited as trustee for a trust established by Mr. Jinnan (Marco) Lai as settlor for the benefit of beneficiaries designated by Mr. Jinnan (Marco) Lai. Voice Home Ltd disclaims beneficial ownership of the shares held by Voice Future Ltd except to the extent of its pecuniary interest therein.

Calculated based on 1,015,014,615 ordinary shares issued and outstanding as of December 31, 2021, having assumed conversion of all Class B ordinary shares into the same number of Class A ordinary shares.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Ownership.

Reporting Person

Jinnan (Marco) Lai

Voice Future Ltd

VOICE WORLD Ltd

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,015,014,615 ordinary shares as a single class (being the sum of 783,799,615 Class A ordinary shares and 231,215,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2021 and assumes conversion of all Class B ordinary shares into the same number of Class A ordinary shares. Each Class B ordinary share is convertible at any time by the holder thereof into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 10 votes per share.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Description