SEC Form SC 13G/A filed by Molecular Data Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MOLECULAR DATA INC.
(Name of Issuer)
Class A Ordinary Shares, par value $0.00005 per share
(Title of Class of Securities)
60852L106**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
| ** | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing three Class A ordinary shares. |
The information required in 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).
| 1 |
NAME OF REPORTING PERSON
MAX SMART LIMITED (“MAX SMART”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based on a total of 478,009,480 shares outstanding as of September 16, 2021, as reported in the Issuer’s Rule 424B5 Prospectus filed with the Securities and Exchange Commission on September 17, 2021. |
| 1 |
NAME OF REPORTING PERSON
SHANGHAI ZHERONG INVESTMENT CENTRE LIMITED PARTNERSHIP (“SHANGHAI ZHERONG INVEST”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
THE PEOPLE’S REPUBLIC OF CHINA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 478,009,480 shares outstanding as of September 16, 2021, as reported in the Issuer’s Rule 424B5 Prospectus filed with the Securities and Exchange Commission on September 17, 2021. |
| 1 |
NAME OF REPORTING PERSON
BEIJING SEQUOIA MINGDE EQUITY INVESTMENT CENTRE (L.P.) (“BEIJING MINGDE EQUITY”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
THE PEOPLE’S REPUBLIC OF CHINA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | Based on a total of 478,009,480 shares outstanding as of September 16, 2021, as reported in the Issuer’s Rule 424B5 Prospectus filed with the Securities and Exchange Commission on September 17, 2021. |
| 1 |
NAME OF REPORTING PERSON
KUI ZHOU (“KZ”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
THE PEOPLE’S REPUBLIC OF CHINA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 478,009,480 shares outstanding as of September 16, 2021, as reported in the Issuer’s Rule 424B5 Prospectus filed with the Securities and Exchange Commission on September 17, 2021. |
| 1 |
NAME OF REPORTING PERSON
NEIL NANPENG SHEN (“NS”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG SAR | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%1 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based on a total of 478,009,480 shares outstanding as of September 16, 2021, as reported in the Issuer’s Rule 424B5 Prospectus filed with the Securities and Exchange Commission on September 17, 2021. |
ITEM 1.
(a) Name of Issuer:
Molecular Data Inc.
(b) Address of Issuer’s Principal Executive Offices:
5/F, Building 12, 1001 North Qinzhou Road, Xuhui District
Shanghai 201109
People’s Republic of China
ITEM 2.
(a) Name of Persons Filing:
Max Smart Limited
Shanghai Zherong Investment Centre Limited Partnership
Beijing Sequoia Mingde Equity Investment Centre (L.P.)
Kui Zhou
Neil Nanpeng Shen
MAX SMART is wholly owned by SHANGHAI ZHERONG INVEST. SHANGHAI ZHERONG INVEST is substantially owned by BEIJING MINGDE EQUITY. The members of the investment committee of BEIJING MINGDE EQUITY who exercise voting and investment discretion with respect to the shares held by SHANGHAI ZHERONG INVEST are Messrs. KZ and NS.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
MAX SMART: Cayman Islands
SHANGHAI ZHERONG INVEST, BEIJING MINGDE EQUITY, KZ: The People’s Republic of China
NS: Hong Kong SAR
(d) CUSIP Number:
60852L106
ITEM 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
ITEM 4. OWNERSHIP
SEE ROWS 5 THROUGH 11 OF COVER PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOT APPLICABLE
ITEM 10. CERTIFICATION
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| Max Smart Limited | ||
| By: | Shanghai Zherong Investment Centre Limited Partnership its Sole Member | |
| By: | Beijing Sequoia Mingde Equity Investment Centre (L.P.) its Member | |
| By: | /s/ Kui Zhou | |
| Kui Zhou, Authorized Signatory | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Shanghai Zherong Investment Centre Limited Partnership | ||
| By: | Beijing Sequoia Mingde Equity its Member | |
| By: | /s/ Kui Zhou | |
| Kui Zhou, Authorized Signatory | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Beijing Sequoia Mingde Equity Investment Centre (L.P.) | ||
| By: | /s/ Kui Zhou | |
| Kui Zhou, Authorized Signatory | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen, Authorized Signatory | ||
| Kui Zhou | ||
| By: | /s/ Kui Zhou | |
| Kui Zhou | ||
| Neil Nanpeng Shen | ||
| By: | /s/ Neil Nanpeng Shen | |
| Neil Nanpeng Shen | ||