SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TF Venture Capital Management Co., Ltd. (Last) (First) (Middle) PO BOX 472, 2ND FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 KY1-1106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/28/2020	3. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [ CBMG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	(2)	(2)	Common Stock	358,974	$19.5(2)	I	See Footnote(1)

1. Name and Address of Reporting Person* TF Venture Capital Management Co., Ltd. (Last) (First) (Middle) PO BOX 472, 2ND FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET, GEORGE TOWN (Street) GRAND CAYMAN E9 KY1-1106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Winsor Capital Ltd (Last) (First) (Middle) TRINITY CHAMBERS PO BOX 4301, ROAD TOWN (Street) TORTOLA D8 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Chiang Chen Hsiu-Lien (Last) (First) (Middle) C/O WINSOR CAPITAL LIMITED TRINTIY CHAMBERS, PO BOX 4301, ROAD TOWN (Street) TORTOLA D8 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

Remarks:

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	02/03/2020
	Winsor Capital Limited /s/ Ming Li, Secretary	02/03/2020
	/s/ Hsiu-Lien Chiang Chen	02/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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