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