SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2) 1
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Stealth BioTherapeutics Corp.
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(Name of Issuer)
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Ordinary Shares, $0.0003 par value
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(Title of Class of Securities)
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85789A105
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(CUSIP Number)
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Ben Yip
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James T. Lidbury, Esq.
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Nan Fung Trinity (HK) Limited
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Ropes & Gray
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Room 1701-1707 Nan Fung Tower
88 Connaught Road C & 173 Des Voeux Road
Central, Hong Kong
Tel. +852 3106 7898
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44th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Tel: +852 3664 6521
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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January 7, 2020
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(Date of Event Which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Nan Fung Group Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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20,240,817*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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20,240,817*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,240,817*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
NF Investment Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
20,240,817*
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9.
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SOLE DISPOSITIVE POWER
|
0
|
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10.
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SHARED DISPOSITIVE POWER
|
20,240,817*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,240,817*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Permwell Management Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
0
|
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9.
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SOLE DISPOSITIVE POWER
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0
|
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10.
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SHARED DISPOSITIVE POWER
|
0
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%*
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Grand Epoch Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
20,240,817*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
0
|
||
10.
|
SHARED DISPOSITIVE POWER
|
20,240,817*
|
||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,240,817*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
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13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%**
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14.
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TYPE OF REPORTING PERSON
|
CO
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Eternal Sky Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
|
AF
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
20,240,817*
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9.
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SOLE DISPOSITIVE POWER
|
0
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10.
|
SHARED DISPOSITIVE POWER
|
20,240,817*
|
||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,240,817*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.8%**
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||
14.
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TYPE OF REPORTING PERSON
|
CO
|
1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(VOLUNTARY)
Pivotal Beta Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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|||
4.
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SOURCE OF FUNDS
|
WC
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
[ ]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
0
|
|
8.
|
SHARED VOTING POWER
|
20,240,817*
|
||
9.
|
SOLE DISPOSITIVE POWER
|
20,240,817*
|
||
10.
|
SHARED DISPOSITIVE POWER
|
20,240,817*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.8%**
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14.
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TYPE OF REPORTING PERSON
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CO
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Dated: January 9, 2020
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NAN FUNG GROUP HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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NF INVESTMENT HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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PERMWELL MANAGEMENT LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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GRAND EPOCH HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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ETERNAL SKY HOLDINGS LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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PIVOTAL BETA LIMITED
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By:
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/s/ Tang Chun Wai Nelson
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Name:
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Tang Chun Wai Nelson
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Title:
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Director
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Reporting Person
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Trade Date
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ADSs Sold1
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Price Per ADS ($)
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Permwell Management Limited
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1/2/2020
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101,662
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$3.072
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Permwell Management Limited
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1/3/2020
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81,112
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$2.953
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Permwell Management Limited
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1/6/2020
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56,592
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$3.004
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Permwell Management
Limited
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1/7/2020
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93,967
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$3.155
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