SEC Form SC 13G filed by Molecular Data Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

Molecular Data Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.00005 per share

(Title of Class of Securities)

60852L106**

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** CUSIP number 60852L106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Stock Market LLC under the symbol “MKD.” Each ADS represents three Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 11

Exhibit Index on Page 10

* Based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

* Based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

* Based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

* Based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

* Based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

Molecular Data Inc. (the “Issuer”)

5/F, Building 12,

1001 North Qinzhou Road Xuhui District,

Shanghai 201109

People’s Republic of China

This Schedule 13G is filed by that Innovation Works Development Fund, L.P. (“IWDF II”), Innovation Works Development Fund Management II, L.P. (“Management II”), , Innovation Works Parallel Fund II, L.P. (“IWDF II Parallel”), Innovation Works Development Fund II GP, Ltd. (“IWDF II Ltd”) and Kai-Fu Lee (“Dr. Lee”). The foregoing entities are collectively referred to as the “Reporting Persons.”

IWDF II Ltd is the general partner of Management II, which is the general partner of IWDF II. IWDF II Ltd and Management II may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by IWDF II. IWDF II Ltd is also the general partner of IWDF II Parallel and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by IWDF II Parallel. Kai-Fu Lee is the sole shareholder and sole director of IWDF II Ltd and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by IWDF II and IWDF II Parallel.

The principal business office of the Reporting Person is:

c/o Campbell Corporate Services Limited

Floor 4, Willow House,

Cricket Square, Grand Cayman

KY1-9010, Cayman Islands

See Row 4 of cover page for each Reporting Person.

Class A ordinary shares, par value US$0.00005 per share

60852L106 (CUSIP Number for the ADSs. The Class A ordinary shares do not have a CUSIP Number.)

Not applicable.

The following information with respect to the ownership of the Class A ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2020:

See Row 9 of cover page for each Reporting Person.

See Row 11 of cover page for each Reporting Person.

See Row 5 of cover page for each Reporting Person.

See Row 6 of cover page for each Reporting Person.

See Row 7 of cover page for each Reporting Person.

See Row 8 of cover page for each Reporting Person.

Not applicable.

Under certain circumstances set forth in the limited partnership agreements of IWDF II, IWDF II Parallel, Management II and the memorandum and articles of association of IWDF II Ltd, the general partner and limited partners, members or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

Not applicable.

Not applicable

Not applicable

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A ordinary shares of Molecular Data Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.