0000902664-20-000664.txt : 20200203 0000902664-20-000664.hdr.sgml : 20200203 20200203200701 ACCESSION NUMBER: 0000902664-20-000664 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200128 FILED AS OF DATE: 20200203 DATE AS OF CHANGE: 20200203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TF Venture Capital Management Co., Ltd. CENTRAL INDEX KEY: 0001801706 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36498 FILM NUMBER: 20570304 BUSINESS ADDRESS: STREET 1: PO BOX 472, 2ND FLOOR, HARBOUR PLACE STREET 2: 103 SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1106 BUSINESS PHONE: 86 21 5019 8835 MAIL ADDRESS: STREET 1: PO BOX 472, 2ND FLOOR, HARBOUR PLACE STREET 2: 103 SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Winsor Capital Ltd CENTRAL INDEX KEY: 0001801743 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36498 FILM NUMBER: 20570305 BUSINESS ADDRESS: STREET 1: TRINITY CHAMBERS STREET 2: PO BOX 4301, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 86 21 5019 8835 MAIL ADDRESS: STREET 1: TRINITY CHAMBERS STREET 2: PO BOX 4301, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chiang Chen Hsiu-Lien CENTRAL INDEX KEY: 0001801807 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36498 FILM NUMBER: 20570306 MAIL ADDRESS: STREET 1: C/O WINSOR CAPITAL LIMITED STREET 2: TRINITY CHAMBERS, PO BOX 4301, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: Hsiu-Lien Chaing Chen DATE OF NAME CHANGE: 20200131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cellular Biomedicine Group, Inc. CENTRAL INDEX KEY: 0001378624 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 861032927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (347) 905 5663 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: EastBridge Investment Group Corp DATE OF NAME CHANGE: 20061019 3 1 ownership.xml X0206 3 2020-01-28 0 0001378624 Cellular Biomedicine Group, Inc. CBMG 0001801706 TF Venture Capital Management Co., Ltd. PO BOX 472, 2ND FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET, GEORGE TOWN GRAND CAYMAN E9 KY1-1106 CAYMAN ISLANDS 0 0 1 0 0001801743 Winsor Capital Ltd TRINITY CHAMBERS PO BOX 4301, ROAD TOWN TORTOLA D8 00000 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001801807 Chiang Chen Hsiu-Lien C/O WINSOR CAPITAL LIMITED TRINTIY CHAMBERS, PO BOX 4301, ROAD TOWN TORTOLA D8 00000 VIRGIN ISLANDS, BRITISH 0 0 1 0 Convertible Note 19.50 Common Stock 358974 I See Footnote The securities reported herein are held by Winsor Capital Limited ("Winsor"). TF Venture Capital Management Co., Ltd. ("TF Capital") is the general partner of the sole shareholder of Winsor. Hsiu-Lien Chiang Chen controls TF Capital. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. The convertible notes mature 9 months from February 1, 2020 or earlier in the case of an event of default. Upon maturity, the convertible note will be converted into shares of common stock at a conversion price equal to the lower of (A) $19.50 per share and (B) an amount representing a 15% discount to the volume weighted average price over the 30 trading days prior to and including the maturity date, in each case subject to ratable adjustment for any stock split, stock dividend, stock combination or other recapitalization occurring subsequent to the date the Notes are issued; provided that, if an acquisition has occurred on or prior to the maturity date, the conversion shall be subject to the consent of Winsor, and in the event that Winsor elects not to effect the conversion the convertible note will be repaid in cash. The Reporting Persons do not individually beneficially own more than 10% of the outstanding common stock of the Issuer. They are filing this Form 3 because they may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. TF Venture Capital Management Co., Ltd. /s/Hsiu-Lien Chiang Chen, Director 2020-02-03 Winsor Capital Limited /s/ Ming Li, Secretary 2020-02-03 /s/ Hsiu-Lien Chiang Chen 2020-02-03