(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
* This
Schedule constitutes Amendment No. 4 to the Schedule 13D filed on behalf of BlueCity Media Limited, Shimmery Sapphire Holding Limited,
Cantrust (Far East) Limited and Mr. Baoli Ma with the Securities and Exchange Commission on July 16, 2020, as previously amended
and supplemented by amendments to the Schedule 13D filed as of April 12, 2021, January 4, 2022 and April 20, 2022, and
an initial Schedule 13D filed on behalf of each of Aviator D, L.P., CDH China HF Holdings Company Limited, Rainbow Rain Limited, Roger
Field Fund, L.P., CDH Harvest Holdings Company Limited and Mr. Shangzhi Wu.
* 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.
The information required on 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
number 09610L 106 has been assigned to the American depositary shares (“ADSs”) of the BlueCity Holdings Limited (the
“Issuer”), which are quoted on The Nasdaq Global Market under the symbol “BLCT.” Each two (2) ADSs
represent one Class A ordinary share of the issuer. CUSIP number G11957 100 has been assigned to the Issuer’s Class A
ordinary shares.
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
BlueCity Media Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
5,683,064.5 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
5,683,064.5
ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,683,064.5 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.33%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents
(i) 5,114,840 Class B ordinary shares, (ii) 500,000 Class A ordinary
shares, (iii) 33,734.5 Class A ordinary shares represented by 67,469 ADSs,
and (iv) 34,490 Class A ordinary shares issuable upon the exercise of options exercisable
within 60 days after the date of this document, held by BlueCity Media Limited. Does not
include ordinary shares that the Reporting Person may be deemed to beneficially own pursuant
to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
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|
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|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Shimmery Sapphire Holding Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
5,683,064.5 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
5,683,064.5 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,683,064.5 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.33%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents (i) 5,114,840 Class B
ordinary shares, (ii) 500,000 Class A ordinary shares, (iii) 33,734.5 Class A
ordinary shares represented by 67,469 ADSs, and (iv) 34,490 Class A ordinary shares
issuable upon the exercise of options exercisable within 60 days after the date of this document,
held by BlueCity Media Limited. Does not include ordinary shares that the Reporting Person
may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group.
See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Cantrust (Far East) Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b) ¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
OO |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
5,683,064.5 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
5,683,064.5 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,683,064.5 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.33%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents (i) 5,114,840 Class B
ordinary shares, (ii) 500,000 Class A ordinary shares, (iii) 33,734.5 Class A
ordinary shares represented by 67,469 ADSs, and (iv) 34,490 Class A ordinary shares
issuable upon the exercise of options exercisable within 60 days after the date of this document,
held by BlueCity Media Limited. Does not include ordinary shares that the Reporting Person
may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group.
See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Baoli Ma |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
PF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
the People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
5,907,377 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
5,907,377 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,907,377 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.53%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
IN |
| (1) | Represents
(i) 5,114,840 Class B ordinary shares held by BlueCity Media Limited, (ii) 500,000
Class A ordinary shares held by BlueCity Media Limited, (iii) 33,734.5 Class A
ordinary shares represented by 67,469 ADSs held by BlueCity Media Limited, and (iv) 258,802.5
ordinary shares issuable upon the exercise of options that are exercisable by Baoli Ma within
60 days after the date of this document. Does not include ordinary shares that the Reporting
Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5
group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Aviator D, L.P. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
WC |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
342,285 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
342,285 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,285 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.83%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
PN |
| (1) | Represents
342,285 Class A ordinary shares represented by 684,570 ADSs held by Aviator D,
L.P. Does not include ordinary shares that the Reporting Person may be deemed to beneficially
own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
CDH China HF Holdings Company Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
342,285 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
342,285 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,285 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.83%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents
342,285 Class A ordinary shares represented by 684,570 ADSs held by Aviator D,
L.P. Does not include ordinary shares that the Reporting Person may be deemed to beneficially
own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Rainbow Rain Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
WC |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
1,080,901 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
1,080,901 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,901 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.77%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents
1,080,901 Class A ordinary shares represented by 2,161,802 ADSs held by Rainbow
Rain Limited. Does not include ordinary shares that the Reporting Person may be deemed to
beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Roger Field Fund, L.P. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
1,080,901 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
1,080,901 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,901 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.77%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
PN |
| (1) | Represents
1,080,901 Class A ordinary shares represented by 2,161,802 ADSs held by Rainbow
Rain Limited. Does not include ordinary shares that the Reporting Person may be deemed to
beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
CDH Harvest Holdings Company Limited |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
1,080,901 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
1,080,901 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,901 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.77%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Represents
1,080,901 Class A ordinary shares represented by 2,161,802 ADSs held by Rainbow
Rain Limited. Does not include ordinary shares that the Reporting Person may be deemed to
beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
|
|
|
|
|
|
|
CUSIP
No. 09610L 106 |
1 |
|
NAMES OF REPORTING PERSONS
Shangzhi Wu |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
¨ |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS (See Instructions)
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
1,423,186 ordinary shares(1) |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
1,423,186 ordinary shares(1) |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,186 ordinary shares(1) |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.60%(2) |
14. |
|
TYPE OF REPORTING PERSON (See Instructions)
IN |
| (1) | Mr. Shangzhi
Wu (“Mr. Wu”) may be deemed to beneficially own (i) 342,285
Class A ordinary shares represented by 684,570 ADSs held by Aviator D, L.P. and (ii) 1,080,901
Class A ordinary shares represented by 2,161,802 ADSs held by Rainbow Rain Limited,
for Mr. Wu’s control over CDH China HF Holdings Company Limited and CDH Harvest
Holdings Company Limited. Mr. Wu expressly disclaims any such beneficial ownership.
Does not include ordinary shares that the Reporting Person may be deemed to beneficially
own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| (2) | Calculation is based on 18,733,449 ordinary
shares of the Issuer (being the sum of 13,618,609 Class A ordinary shares and 5,114,840
Class B ordinary shares) to which this report is related, issued and outstanding as
of December 31, 2021, as disclosed in the Issuer’s Form 20-F, filed on April 28,
2022. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage of ownership of the Reporting Person. |
This
Schedule constitutes Amendment No. 4 (this “Amendment No. 4”) to the Schedule 13D filed on behalf of BlueCity
Media Limited, Shimmery Sapphire Holding Limited, Cantrust (Far East) Limited and Mr. Baoli Ma with the Securities and Exchange
Commission on July 16, 2020, as previously amended and supplemented by amendments to the Schedule 13D filed as of April 12,
2021, January 4, 2022 and April 20, 2022 (as amended to date, the “Original Schedule 13D”), and an initial
Schedule 13D filed on behalf of each of Aviator D, L.P., CDH China HF Holdings Company Limited, Rainbow Rain Limited, Roger Field Fund,
L.P., CDH Harvest Holdings Company Limited and Mr. Shangzhi Wu (collectively, this “Schedule 13D”), relating
to Class A ordinary shares, par value US$0.0001 per share, including Class A ordinary shares represented by ADSs, of BlueCity
Holdings Limited (the “Issuer”), an exempted company incorporated with limited liability and existing under the laws
of the Cayman Islands.
Except as otherwise set forth herein, this Amendment
No. 4 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used in this Amendment
No. 4 and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. |
Identity and Background |
Item 2 of the Original Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) and (f): |
This Schedule 13D is being jointly filed by: |
| (i) | BlueCity Media Limited, a British Virgin Islands company; |
| (ii) | Shimmery Sapphire Holding Limited, a British Virgin Islands
company; |
| (iii) | Cantrust (Far East) Limited, a British Virgin Islands company; |
| (iv) | Baoli Ma, a citizen of the People’s Republic of China; |
| (v) | Aviator D, L.P., a Cayman Islands limited partnership; |
| (vi) | CDH China HF Holdings Company Limited, a Cayman Islands company; |
| (vii) | Rainbow Rain Limited, a British Virgin Islands company; |
| (viii) | Roger Field Fund, L.P., a Cayman Islands limited partnership; |
| (ix) | CDH Harvest Holdings Company Limited, a Cayman Islands company;
and |
| (x) | Shangzhi Wu, a citizen of Singapore (the entities and the individuals
listed in items (i) to (x) are collectively referred to herein as the “Reporting Persons” and each a “Reporting
Person” as applicable). |
The Reporting Persons have entered into a
joint filing agreement dated as of April 30, 2022, a copy of which is attached here to as Exhibit L.
(b): |
The office address of BlueCity Media Limited
is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
The office address of Shimmery Sapphire Holding
Limited is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
The office address of Cantrust (Far East)
Limited is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
The office address of Aviator D, L.P. is
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The office address of CDH China HF Holdings
Company Limited is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The office address of Rainbow Rain Limited
is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
The office address of Roger Field Fund, L.P.
is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The office address of CDH Harvest Holdings
Company Limited is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The business address of Mr. Shangzhi
Wu is 1503 International Commerce Center, 1 Austin Road West, Kowloon, Hong Kong.
The principal business office of the director
of BlueCity Media Limited, or Mr. Baoli Ma, is Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District,
Beijing, People’s Republic of China.
The office address of the director of Shimmery
Sapphire Holding Limited, or Rustem Limited, is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
The directors of Cantrust (Far East) Limited
are Sabinah Clement, Shanica Maduro-Christopher and LAU Lai Sze. The office address of Sabinah Clement and Shanica Maduro-Christopher
is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands and the office address of LAU Lai Sze is 3806
Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
The directors of each of CDH China HF Holdings
Company Limited, Rainbow Rain Limited and CDH Harvest Holdings Company Limited are Mr. William Shang Wi Hsu and Mr. Ying
Wei. The office address of Mr. William Shang Wi Hsu is 25/F, Fortune Financial Center, 5 Dong San Huan Zhong Road, Chaoyang
District, Beijing 100020, People's Republic of China. The office address of Mr. Ying Wei is 1503, Level 15, International
Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong. |
(c): |
The sole director of BlueCity Media Limited
is Mr. Baoli Ma. BlueCity Media Limited is wholly-owned by Shimmery Sapphire Holding Limited. Cantrust (Far East) Limited holds
100% equity interests in Shimmery Sapphire Holding Limited on behalf of Shimmery Diamond Trust, which is a trust established under
the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. The principal business of Shimmery Sapphire Holding
Limited is investment holding and the principal business of Cantrust (Far East) Limited is provision of trust services. Mr. Baoli
Ma is the settlor of Shimmery Diamond Trust, and Mr. Baoli Ma and his family are the trust’s beneficiaries. Mr. Baoli
Ma may provide investment advisory services to the trustee in his capacity as an investment advisor in respect to the assets of Shimmery
Diamond Trust, including the shares held by BlueCity Media Limited in the Issuer.
None of BlueCity Media Limited, Shimmery
Sapphire Holding Limited and Cantrust (Far East) Limited has any executive officers.
The present principal employment of the director
of BlueCity Media Limited, Mr. Baoli Ma, is chairman of the board of directors and chief executive officer of the Issuer. The
principal business of the director of Shimmery Sapphire Holding Limited, or Rustem Limited, is providing shareholder, director, company
secretary and bank signatory services. The directors of Cantrust (Far East) Limited are employees of Intertrust Group, an international
trust and corporate management company.
The principal business of Aviator D, L.P.
is investment fund. CDH China HF Holdings Company Limited is the general partner of Aviator D, L.P. and its principal business is
to serve as the general partner of investment funds.
Rainbow Rain Limited is wholly-owned by Roger
Field Fund, L.P., whose general partner is CDH Harvest Holdings Company Limited. The principal business of Rainbow Rain Limited is
investment holding, the principal business of Roger Field Fund, L.P. is investment fund and the principal business of CDH Harvest
Holdings Company Limited is to serve as the general partner of investment funds.
CDH China HF Holdings Company Limited and
CDH Harvest Holdings Company Limited are controlled by Mr. Wu. Mr. Wu is the co-founder and Chairman of CDH Investments,
an alternative asset management firm (“CDH Investments”).
None of Aviator D, L.P., CDH China HF Holdings
Company Limited, Rainbow Rain Limited, Roger Field Fund, L.P. or CDH Harvest Holdings Company Limited has any executive officers.
The directors of each of CDH China HF Holdings
Company Limited, Rainbow Rain Limited and CDH Harvest Holdings Company Limited are Mr. William Shang Wi Hsu and Mr. Ying
Wei. The present principal employment of Mr. William Shang Wi Hsu is serving as the managing director of CDH Investments. The
present principal employment of Mr. Ying Wei is serving as the managing partner of CDH Investments.
|
(d) and
(e): |
During the last five years, none of the Reporting
Persons or, to the best of such Reporting Person’s knowledge, any of its directors or executive officers, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting
Persons or, to the best of such Reporting Person’s knowledge, any of its directors or executive officers, has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws. |
All information contained in this Item 2 concerning
each Reporting Person has been supplied by such Reporting Person, and no Reporting Person has provided any disclosure with respect to
any other Reporting Person.
Item 3. |
Source and Amount of
Funds or Other Consideration |
Item 3 of this Schedule 13D is hereby amended
and supplemented by the following:
The information set forth in Item 4 of this Amendment
No. 4 is incorporated herein by reference.
Item 4. |
Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby
amended and supplemented by the following:
Merger Agreement
On
April 30, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Multelements
Limited, a Cayman Islands incorporated company (“Parent”) and Diversefuture Limited, a Cayman Islands incorporated
company and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the
terms and conditions thereof, Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving company of the
merger and becoming a wholly-owned subsidiary of Parent (the “Merger”).
Pursuant to the Merger Agreement, at the effective
time of the Merger (the “Effective Time”), each Class A ordinary share and Class B ordinary share of the
Issuer (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease
to exist in exchange for the right to receive US$3.20 in cash without interest (the “Per Share Merger Consideration”),
and each ADS issued and outstanding immediately prior to the Effective Time, together with the underlying Class A ordinary shares
represented by such ADSs, will be cancelled in exchange for the right to receive US$1.60 in cash without interest, except for (i) certain
Shares (including Shares represented by ADSs) beneficially owned by Mr. Baoli Ma, Aviator D, L.P. and Rainbow Rain Limited, which
will be rolled over in the transaction, (ii) any other Shares (including Class A Ordinary Shares represented by ADSs) held
by Parent, Merger Sub, the Issuer or any of their respective subsidiaries, (iii) Shares (including Class A Ordinary Shares
represented by ADSs) held by the ADS depositary and reserved for issuance, settlement and allocation upon exercise or vesting of the
Issuer’s options, and (iv) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their
rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the Companies Act (As Revised) of the
Cayman Islands (the “Companies Act”), which will be cancelled and cease to exist at the Effective Time in exchange
for the right to receive only the payment of fair value of those dissenting shares held by them determined in accordance with the provisions
of Section 238 of the Companies Act.
The Merger, which is currently expected to close
during the second half of 2022, is subject to customary closing conditions, including, among others, that (i) the Merger Agreement
shall be authorized and approved by an affirmative vote of shareholders representing at least two-thirds of the voting power of the outstanding
shares entitled to vote at a general meeting of the Issuer’s shareholders and (ii) that the aggregate amount of dissenting
shares shall be no more than 10% of the total outstanding Shares. If completed, the Merger will result in the Issuer becoming a privately-held
company and its ADSs will no longer be listed on the Nasdaq Global Market.
Limited Guarantee and Equity Commitment Letter
Concurrently
with the execution of the Merger Agreement, (i) Metaclass Management ELP (the “Sponsor”) executed and delivered
to the Issuer a limited guarantee in favor of the Issuer (the “Limited Guarantee”), whereby the Sponsor agreed
to irrevocably and unconditionally guarantee as a primary obligor Parent’s obligation to pay the Issuer the Parent Termination
Fee (as defined in the Merger Agreement), if and when due pursuant to the Merger Agreement, as well as certain fees and expenses incurred
by the Issuer in connection with its enforcement of its right thereunder, up to a maximum amount of US$1,400,000 and (ii) the Sponsor
and the Parent entered into an equity commitment letter (the “Equity Commitment Letter”), whereby the Sponsor confirmed
its commitment to contribute to Parent cash in an amount of US$50,000,000, for the purpose of funding the Merger consideration and fees
and expenses incurred by Parent and the Issuer in connection with the transactions contemplated by the Merger Agreement.
Support Agreement
Concurrently
with the execution of the Merger Agreement, BlueCity Media Limited, Aviator D, L.P. and Rainbow Rain Limited (each, a “Rollover
Shareholder” and collectively, the “Rollover Shareholders”) and Parent entered into a support agreement
(the “Support Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth
therein, the Rollover Shareholders will (i) vote all shares beneficially owned by them in favor of the authorization and
approval of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, and (ii) contribute
the Rollover Shares (as defined in the Support Agreement) beneficially owned by them to Parent in exchange for newly issued shares of
Parent at the Effective Time and receive no consideration from the Company for cancellation of the Rollover Shares in accordance with
the Merger Agreement.
Interim Investors Agreement
In connection with the Merger, Parent, Merger
Sub, Mr. Baoli Ma, the Sponsor and the Rollover Shareholders entered into an interim investors agreement (the “Interim
Investors Agreement”) in order to establish certain terms and conditions that will govern the actions of Parent and Merger
Sub and the relationship among the parties with respect to the Merger Agreement, the Limited Guarantee, the Equity Commitment Letter
and the Support Agreement, and the transactions contemplated thereby.
The foregoing descriptions of the Merger Agreement,
the Limited Guarantee, the Equity Commitment Letter, the Support Agreement and the Interim Investors Agreement (each a “Merger
Document”, and collectively, the “Merger Documents”) do not purport to be complete and are qualified in
their entirety by reference to the full text of the Merger Documents, a copy of each is filed as an exhibit to this Schedule 13D and
is incorporated herein by reference.
General
The Reporting Persons acquired the securities
described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any
actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent
upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s
business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and
economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Merger Documents,
the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held,
in the open market or in privately negotiated transactions. In connection with the Merger, the Reporting Persons may engage in discussions
with management, the Board of Directors, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to
cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Merger, changes to the capitalization
or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes
in management or the composition of the board of directors of the Issuer. There can be no assurance, however, that any proposed transaction
would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction
would be successfully implemented.
Other than as described above and provided in
the Merger Documents, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the
matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons
may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended
and supplemented as follows:
(a)–(b) The information contained
on the cover pages to this Amendment No. 4 is incorporated herein by reference.
Group Interest
As a result of each Reporting Person’s
actions in respect of the Merger, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of
the Act comprising BlueCity Media Limited, Shimmery Sapphire Holding Limited, Cantrust (Far East) Limited, Mr. Baoli Ma, Aviator
D, L.P., CDH China HF Holdings Company Limited, Rainbow Rain Limited, Roger Field Fund, L.P., CDH Harvest Holdings Company Limited and
Mr. Shangzhi Wu. As a result, the group may be deemed to have acquired beneficial ownership of all the shares beneficially owned
by each member of the “group”. As such, the group may be deemed to beneficially own in the aggregate 7,365,053 Shares, which
represents approximately 39.31% of the total outstanding Shares. The above Shares do not include any Shares which may be beneficially
owned by any of the other parties to the Merger Documents not listed above. Neither the filing of this Schedule 13D nor any of its contents,
however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Shares
beneficially owned in the aggregate by other members of the “group” and their respective affiliates for purposes of Section 13(d) of
the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except as disclosed in this Schedule
13D, there have been no transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.
(d) Except as disclosed in this Schedule
13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the Class A ordinary shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings
or Relationships with respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended
and supplemented by inserting the following:
Item 4 above summarizes certain provisions of
the Merger Documents and is incorporated herein by reference. A copy of each of the Merger Documents is attached as an exhibit to this
Schedule 13D, and each is incorporated herein by reference.
Except as set forth in the Schedule 13D, to the
best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer,
including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of any such
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting
power over the securities of the Issuer.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Schedule 13D is hereby amended
and supplemented by adding the following exhibits:
Exhibit No. |
|
Description |
G |
|
Agreement
and Plan of Merger, dated April 30, 2022, by and among the Issuer, Parent and Merger Sub. |
H |
|
Limited
Guarantee, dated April 30, 2022, by the Sponsor in favor of the Issuer |
I |
|
Equity
Commitment Letter, dated April 30, 2022, by the Sponsor in favor of Parent. |
J |
|
Support
Agreement, dated April 30, 2022, by and among Parent and each Rollover Shareholder. |
K |
|
Interim
Investors Agreement, dated April 30, 2022, by and among Parent, Merger Sub, Mr. Baoli Ma, the Sponsor and each Rollover
Shareholder. |
L |
|
Joint
Filing Agreement, dated April 30, 2022, among the Reporting Persons |
SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
BLUECITY MEDIA LIMITED |
|
|
|
/s/ Baoli Ma |
|
Name: Baoli Ma |
|
|
|
Title: Director |
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
SHIMMERY SAPPHIRE HOLDING
LIMITED |
|
/s/ Shanica Maduro-Christopher |
|
|
|
/s/
Susan Palmer |
|
Name: Susan Palmer and
Shanica Maduro-Christopher |
|
|
|
Title: Authorised Signatory
(For and on behalf of Rustem Limited as Director of Shimmery Sapphire
Holding Limited) |
|
|
|
|
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
CANTRUST (FAR
EAST) LIMITED |
|
/s/ Shanica Maduro-Christopher |
|
|
|
/s/
Susan Palmer |
|
Name: Susan Palmer and
Shanica Maduro-Christopher |
|
|
|
Title: Authorised Signatory
(For and on behalf of Cantrust (Far East) Limited as Trustee of
Shimmery Diamond Trust) |
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
Mr. Baoli
Ma |
|
|
|
/s/
Baoli Ma |
|
Name: Baoli Ma |
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
AVIATOR D, L.P. |
|
|
|
by
CDH China HF Holdings Company Limited, its general partner
|
|
/s/ William Hsu |
|
Name: William Hsu |
|
Title: Director |
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
CDH CHINA HF
HOLDINGS COMPANY LIMITED |
|
|
|
/s/
William Hsu |
|
Name: William Hsu |
|
Title: Director |
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
RAINBOW RAIN LIMITED |
|
|
|
/s/
William Hsu |
|
Name: William Hsu |
|
Title: Director |
|
|
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
ROGER FIELD FUND, L.P. |
|
|
|
by
CDH Harvest Holdings Company Limited, its general partner
|
|
/s/
William Hsu |
|
Name: William Hsu |
|
Title: Director |
|
|
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
CDH HARVEST HOLDINGS COMPANY
LIMITED |
|
|
|
/s/
William Hsu |
|
Name: William Hsu |
|
Title: Director |
|
|
|
[Signature Page to Schedule 13D]
After reasonable inquiry and to the best of his
or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 30, 2022
Mr. Shangzhi Wu |
|
|
|
/s/
Shangzhi Wu |
|
Name: Shangzhi Wu |
|
|
|
[Signature Page to Schedule 13D]