Amended Statement of Ownership (sc 13g/a)
10 Februar 2023 - 12:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Chindata
Group Holdings Limited |
(Name
of Issuer) |
|
Class
A ordinary shares, par value $0.00001 per share |
(Title
of Class of Securities) |
|
16955F107** |
(CUSIP
Number) |
|
February
10, 2023 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | 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. |
| ** | This
CUSIP number applies the American Depositary Shares (“ADSs”) of the Issuer, which
are quoted on the Nasdaq Global Select Market under the symbol “CD.” Each ADS
represents two Class A ordinary shares. No CUSIP number assigned to the Issuer’s Class
A ordinary shares. |
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).
(Continued
on following pages)
(1) |
NAME
OF REPORTING PERSONS |
|
Jing
Ju |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) |
☐ |
|
|
|
(b) |
☐ |
|
(3) |
SEC
USE ONLY
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
The
People’s Republic of China |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(6) |
SHARED
VOTING POWER |
|
0 |
(7) |
SOLE
DISPOSITIVE POWER |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(8) |
SHARED
DISPOSITIVE POWER |
|
0 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
☐ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
4.2%
(See item 4) |
(12) |
TYPE
OF REPORTING PERSON |
|
IN |
(1) |
NAME
OF REPORTING PERSONS |
|
Abiding
Joy Limited |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
(a) |
☐ |
|
|
|
(b) |
☐ |
|
(3) |
SEC
USE ONLY
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
The
British Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(6) |
SHARED
VOTING POWER |
|
0 |
(7) |
SOLE
DISPOSITIVE POWER |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(8) |
SHARED
DISPOSITIVE POWER |
|
0 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
30,936,639
Class A Ordinary Shares (See item 4) |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
☐ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
4.2%
(See item 4) |
(12) |
TYPE
OF REPORTING PERSON |
|
CO |
Item
1(a). |
Name of Issuer: |
|
|
|
Chindata Group Holdings Limited |
|
|
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 Person Filing: |
|
|
|
(i) Jing Ju; and |
|
|
|
(ii) Abiding Joy Limited (collectively, the “Reporting
Persons”) |
|
|
Item 2(b). |
Address of Principal Business Office or, if None,
Residence: |
|
|
|
For Jing Ju |
|
Floor 2, Legend Centre, Building 11, GOME The No.1 City, No.2 Courtyard
of Youth Road Xili,
Chaoyang District, Beijing |
|
People’s Republic of China |
|
|
|
For Abiding Joy Limited |
|
Sertus Chambers, P.O. Box 905, Quastisky Building,
Road Town Tortola |
|
British Virgin Islands |
|
|
Item 2(c). |
Citizenship or Place of Organization: |
|
|
|
Jing Ju — The People’s Republic of China |
|
|
|
Abiding Joy Limited — The British Virgin Islands |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Class A ordinary shares, par value $0.00001 per share,
of the Issuer |
|
|
|
The Issuer’s ordinary shares consists of Class
A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights
except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is
entitled to 15 votes and is convertible into one Class A ordinary share at any time by the holders thereof. Class A ordinary shares
are not convertible into Class B ordinary shares under any circumstances |
Item 2(e). |
CUSIP Number: |
|
|
|
16955F107 |
|
|
|
This CUSIP number applies the American Depositary Shares
(“ADSs”) of the Issuer, each ADS represents two Class A ordinary shares. No CUSIP number assigned to the Issuer’s
Class A ordinary shares. |
|
|
Item 3. |
Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c): |
|
|
|
Not applicable |
|
|
Item 4. |
Ownership: |
| |
|
| |
| | |
| | |
Number
of shares as to which such person has(4): | |
Reporting
Person | |
Amount
Beneficially
Owned |
| |
Percent
of
Class(1) | | |
Percent
of
Aggregate
Voting
Power(2)(4) | | |
Sole
Power to Vote or
Direct the Vote | | |
Shared
Power to
Vote or to
Direct
the
Vote | | |
Sole
Power to Dispose
or to Direct the
Disposition of | | |
Shared
Power to
Dispose or
to Direct
the
Disposition of | |
Jing
Ju | |
| 30,936,639 |
(3)(4) | |
| 4.2 | % | |
| 0.6 | % | |
| 30,936,639 | (3) | |
| 0 | | |
| 30,936,639 | (3) | |
| 0 | |
Abiding
Joy Limited | |
| 30,936,639 |
(3)(4) | |
| 4.2 | % | |
| 0.6 | % | |
| 30,936,639 | (3) | |
| 0 | | |
| 30,936,639 | (3) | |
| 0 | |
Notes:
| (1) | The
percentage of class of securities beneficially owned by each Reporting Person is based upon
a total of 730,800,606 ordinary shares (being the sum of 401,576,883 Class A ordinary shares
and 329,223,723 Class B ordinary shares) of the Issuer outstanding as of December 31, 2022
as a single class. The Class B ordinary shares are treated as converted into Class A ordinary
shares only for the purpose of calculating the percentage ownership of the Reporting Persons. |
| (2) | For
each Reporting Person, percentage of aggregate voting power is calculated by dividing the
voting power beneficially owned by such Reporting Person by the voting power of all of 401,576,883
Class A ordinary shares and 329,223,723 Class B ordinary shares of the Issuer outstanding
as of December 31, 2022. Each Class A ordinary share is entitled to one vote, and each Class
B ordinary share is entitled to 15 votes and is convertible into one Class A ordinary share
at any time by the holders thereof. Class A ordinary shares are not convertible into Class
B ordinary shares under any circumstances. |
| (3) | Consists
of 30,936,639 Class A ordinary shares held by Abiding Joy Limited, a British Virgin Islands
Company wholly-owned by Mr. Jing Ju. |
| (4) | On
December 13, 2022, the Company announced its decision to remove Mr. Jing Ju as a director
of the Company, effective as of December 13, 2022, upon which (a) all of the Class B ordinary
shares of the Company held by Mr. Jing Ju through Abiding Joy Limited were automatically
converted into the Class A ordinary shares of the Company, and (b) the Company elected to
repurchase (i) 708,395 vested Class B ordinary shares of the Company and 708,395 vested Class
A ordinary shares of the Company held by Abiding Joy Limited under the Company’s 2020
Share Option Plan, and (ii) 4,250,374 unvested Class A ordinary shares of the Company held
by Abiding Joy Limited under the Company’s 2020 Share Plan (collectively, the “Decision”).
This
report is prepared according to the information contained in the Company’s register of members as of December 31, 2022, which takes
into account changes to the beneficial ownership of Mr. Jing Ju as a result of the actions taken by the Company pursuant to the Decision.
It is Mr. Jing Ju’s position that the Decision and the underlying reasons therein are entirely groundless and the actions
taken by the Company as a result of the Decision are invalid and an illegal misappropriation of Mr. Jing Ju’s assets. For
the avoidance of doubt, this report is filed by Mr. Jing Ju solely to comply with his regulatory obligations and without any admission
as to accuracy of the Company’s register of members as of December 31, 2022 or the legitimacy of the Decision and the actions taken
by the Company. Mr. Jing Ju strongly condemns the unilateral and baseless actions taken by the Company and is currently seeking
legal advice on the subject matter. For the time being Mr. Jing Ju reserves his right to take all necessary legal action to protect
his legitimate rights and interests including an action to rectify the wrongful Decision. The information contained in this report may
change subject to the outcome of the dispute between Mr. Jing Ju and the Company.
|
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
As of the date hereof the reporting persons have ceased
to be the beneficial owners of more than five percent of the class of securities. |
|
|
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 or Control Person: |
|
|
|
Not applicable. |
|
|
Item 8. |
Identification and Classification of Members of
the Group: |
|
|
|
Not applicable. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
Not applicable. |
|
|
Item 10. |
Certifications: |
|
|
|
Not applicable. |
LIST
OF EXHIBITS
SIGNATURE
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.
Dated:
February 10, 2023
Jing Ju |
/s/
Jing Ju |
|
Jing Ju |
|
|
Abiding Joy Limited |
By: |
/s/
Jing Ju |
|
Name: |
Jing Ju |
|
Title: |
Director |
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