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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SHENGKE LIMITED
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola
VG1110, British Virgin Islands
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ZHENG Xianying
D23 – 1002, No.5 Courtyard, Fulicheng
Guangqumen Wai Anvenue,
Chaoyang, Beijing
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HUANG Yu
Room D, 11/F
Golden Court, 6 Electric Road
Causeway Bay, Hong Kong
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NI Hongqing
Unit B, 8/F., Queen’s Centre
58-64 Queen’s Road East
Wanchai, Hong Kong
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 2 of 13
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1
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NAME OF REPORTING PERSON
SHENGKE 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
N/A (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
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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
None
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8
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SHARED VOTING POWER
3,836,382 (1)
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
3,836,382 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,836,382 (1)
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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)
6.2%.(2) The voting power of the shares beneficially owned by the reporting
person represents 0.6% of the total outstanding voting power(3)
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 3 of 13
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1
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NAME OF REPORTING PERSON
Sun James
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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
OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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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
None
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8
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SHARED VOTING POWER
3,836,382 (1)
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
3,836,382 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,836,382 (1)
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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)
6.2%.(2) The voting power of the shares beneficially owned by the reporting
person represents 0.6% of the total outstanding voting power(3)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 4 of 13
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1
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NAME OF REPORTING PERSON
HUANG Yu
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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
OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
PRC
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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
1,924,542 (1)
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
1,924,542 (1)
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,924,542 (1)
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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)
3.1%.(2) The voting power of the shares beneficially owned by the reporting
person represents 0.3% of the total outstanding voting power(3)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 5 of 13
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1
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NAME OF REPORTING PERSON
NI Hongqing
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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
OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
PRC
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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
3,750,000
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
3,750,000
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000 (1)
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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)
6.1%.(2) The voting power of the shares beneficially owned by the reporting
person represents 0.6% of the total outstanding voting power(3)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 6 of 13
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1
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NAME OF REPORTING PERSON
ZHENG Xianying
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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
OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
PRC
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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
2,812,500
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8
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SHARED VOTING POWER
None
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9
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SOLE DISPOSITIVE POWER
2,812,500
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10
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SHARED DISPOSITIVE POWER
None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,812,500(1)
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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)
4.5%.(2) The voting power of the shares beneficially owned by the
reporting person represents 0.4% of the total outstanding voting power (3)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 7 of 13
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a. |
SHENGKE LIMITED: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
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b. |
Sun James: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
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c. |
HUANG Yu: Room D, 11/F, Golden Court, 6 Electric Road, Causeway Bay, Hong Kong.
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d. |
NI Hongqing: Unit B, 8/F., Queen’s Centre, 8-64 Queen’s Road East, Wancchai, Hong Kong.
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e. |
ZHENG Xianying: D23 – 1002, No.5 Courtyard, Fulicheng, Guangqumen Wai Anvenue, Chaoyang, Beijing.
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 8 of 13
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●
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to withdraw Class A Ordinary Shares prior to the expiration of the Offer by surrendering its ADSs under the Deposit Agreement (under which the ADSs were issued)
in return for the underlying Class A Ordinary Shares; and
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to not accept the Offer with respect to any ADSs or Class A Ordinary Shares owned or acquired (whether or not pursuant to the Standstill Agreement) by it (or any interest therein), or sell or transfer any
ADSs or Class A Ordinary Shares or interest therein or enter into any agreement or understanding with respect to any such sale or transfer prior to the expiration of the Offer.
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Reporting
Person
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Amount
beneficially
owned(*)
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Percentage(1)
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Percentage
of voting
power (2)
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Shared
power to
vote or
direct the
vote
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Sole power
to vote or
direct the
vote
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Shared
power to
dispose or
direct the
disposition
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Sole
power to
dispose or
direct the
disposition
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SHENGKE LIMITED
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3,836,382
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(3)
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6.2
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%
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0.6
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%
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3,836,382
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-
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3,836,382
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-
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Sun James
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3,836,382
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(4)
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6.2
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%
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0.6
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%
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3,836,382
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-
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3,836,382
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-
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HUANG Yu
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1,924,542
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(5)
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3.1
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%
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0.3
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%
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-
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1,924,542
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-
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1,924,542
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NI Hongqing
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3,750,000
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(6)
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6.1
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%
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0.6
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%
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-
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3,750,000
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-
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3,750,000
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ZHENG Xianying
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2,812,500
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(7)
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4.5
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%
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0.4
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%
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-
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2,812,500
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-
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2,812,500
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 9 of 13
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Exhibit
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Description
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99.1
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99.2
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Standstill Agreement, dated December 22, 2020, by and among Purchaser and certain holders of American Depositary Shares (incorporated by reference to Exhibit (d) to the
Schedule TO-T filed with the SEC on December 23, 2020).
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 10 of 13
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SHENGKE LIMITED
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By:
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/s/ Sun James
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Name: Sun James
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Title: Director
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SUN JAMES
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By:
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/s/ Sun James
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 11 of 13
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HUANG Yu
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By:
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/s/ HUANG Yu
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 12 of 13
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NI Hongqing
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By:
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/s/ NI Hongqing
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CUSIP No. 93368R 101
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SCHEDULE 13D
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Page 13 of 13
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ZHENG Xianying
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By:
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/s/ ZHENG Xianying
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Name and Title
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Principal
Business Address
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Present Principal
Occupation
Or Employment
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Citizenship
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Sun James, Director
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Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
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Merchant
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Canada
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SHENGKE LIMITED
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By:
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/s/ Sun James
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Name: Sun James
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Title: Director
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SUN JAMES
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By:
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/s/ Sun James
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HUANG Yu
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By:
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/s/ HUANG Yu
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ZHENG Xianying
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By:
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/s/ ZHENG Xianying
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NI Hongqing
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By:
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/s/ NI Hongqing
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