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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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 No. |
G90565 10 5/ 89628E 10 4 |
1 | NAMES OF REPORTING PERSONS Jifan Gao |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 247,431,283 ordinary shares (including 4,844,200 ordinary shares beneficially owned by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, which are expressly disclaimed by Mr. Jifan Gao) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 247,431,283 ordinary shares (including 4,844,200 ordinary shares beneficially owned by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, which are expressly disclaimed by Mr. Jifan Gao) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
247,431,283 ordinary shares (including 4,844,200 ordinary shares beneficially owned by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, which are expressly disclaimed by Mr. Jifan Gao) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.4% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
2
CUSIP No. |
G90565 10 5/ 89628E 10 4 |
1 | NAMES OF REPORTING PERSONS Wonder World Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 242,587,083 ordinary shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 242,587,083 ordinary shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
242,587,083 ordinary shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.2% | |||||
12 | TYPE OF REPORTING PERSON | ||||
CO |
3
CUSIP No. |
G90565 10 5/ 89628E 10 4 |
4
CUSIP No. |
G90565 10 5/ 89628E 10 4 |
Shared | ||||||||||||||||||||||||
Sole power | power to | Sole power to | Shared power | |||||||||||||||||||||
Amount | to vote or | vote or to | dispose or to | to dispose or to | ||||||||||||||||||||
beneficially | Percent | direct | direct | direct the | direct the | |||||||||||||||||||
Reporting person | owned: | of class: | the vote: | the vote: | disposition of: | disposition of: | ||||||||||||||||||
Mr. Jifan Gao |
247,431,283 ordinary shares* |
8.4 | % | 247,431,283 ordinary shares* |
0 | 247,431,283 ordinary shares* |
0 | |||||||||||||||||
Wonder World Limited |
242,587,083 ordinary shares |
8.2 | % | 242,587,083 ordinary shares |
0 | 242,587,083 ordinary shares |
0 |
* | Includes 4,844,200 ordinary shares beneficially owned by Ms. Chunyan Wu which are expressly disclaimed by Mr. Jifan Gao. |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
5
CUSIP No. |
G90565 10 5/ 89628E 10 4 |
6
CUSIP No. |
G90565 10 5/ 89628E 10 4 |
Jifan Gao | /s/ Jifan Gao | |||
Jifan Gao | ||||
Wonder World Limited | By: | /s/ Gwen Dodge /s/ Peter Talavera | ||
Name: | Gwen Dodge/Peter Talavera | |||
Title: | Authorized Signatories for and on behalf of Fiduciary Services Limited as sole director of Wonder World Limited |
7
Exhibit No. | Description | |
A | Joint Filing Agreement |