Except as set forth in this Amendment No. 5 (this Amendment), the Schedule 13D as initially
filed on May 19, 2014, amended by Amendment No. 1 thereto on January 12, 2015, Amendment No. 2 thereto on May 18, 2015, Amendment No. 3 thereto on May 27, 2015 and Amendment No. 4 thereto on January 26,
2016 remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to
all Items where such information is relevant. The information set forth in the Exhibits attached hereto and to the initial Schedule 13D filing is expressly incorporated herein by reference and the response to each Item of this Statement is qualified
in its entirety by the provisions of such Exhibits.
ITEM 2. |
INTEREST IN SECURITIES OF THE ISSUER. |
The first sentence of Item 2(a) is hereby amended and restated in its entirety to reflect changes in the names of certain of the Reporting Persons:
(a) This Statement is being jointly filed by the following persons (each a Reporting Person and collectively, the Reporting Persons):
(1) HSG 2010 CV Holdco, Ltd., a Cayman Islands limited liability company (SC CV HOLD); (2) HongShan Capital Venture 2010 Fund, L.P., a Cayman Islands exempted limited partnership (SCC Venture); (3) HSG Venture 2010
Management, L.P., a Cayman Islands exempted limited partnership (SCC MGMT); (4) HSG Holding Limited, a Cayman Islands limited liability company (SCC HOLD); (5) SNP China Enterprises Limited, a British Virgin Islands limited
liability company (SNP); and (6) Neil Nanpeng Shen, a Hong Kong SAR citizen.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER. |
Paragraphs (a), (c) and (e) of Item 5 are hereby amended and restated in their entirety as follows:
(a) The aggregate number of Class A Shares and the percentage of total outstanding Class A Shares beneficially owned by the Reporting Persons is set
forth below. References to percentage ownerships of Class A Shares in this Statement are based upon the 354,006,112 Class A Shares outstanding as of December 31, 2022, as reported by the Company in its annual report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 27, 2023. The Reporting Persons may be deemed to beneficially own an aggregate of 15,575,316
Class A Shares (in the form of 5,191,772 ADSs), which constitutes approximately 4.4% of the Companys Class A Shares, calculated in accordance with Rule 13d-3 under the Act. The filing of this
Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.
SC CV HOLD
beneficially owns 15,575,316 Class A Shares (in the form of 5,191,772 ADSs), which represents approximately 4.4% of the outstanding Class A Shares calculated in accordance with the requirements of Rule
13d-3 under the Act.
SCC Venture, as the parent company of SC CV HOLD, may be deemed to beneficially own
15,575,316 Class A Shares (in the form of 5,191,772 ADSs), which represents approximately 4.4% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the
Act.
SCC MGMT, as the general partner of SCC Venture, may be deemed to beneficially own an aggregate of 15,575,316 Class A Shares (in the form of
5,191,772 ADSs), which represents approximately 4.4% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
SCC HOLD, as the general partner of SCC MGMT, may be deemed to beneficially own an aggregate of 15,575,316 Class A Shares (in the form of 5,191,772
ADSs), which represents approximately 4.4% of the outstanding Class A Shares calculated in accordance with the requirements of Rule 13d-3 under the Act.