UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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WATERDROP INC.
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(Name of Issuer)
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Class A Ordinary Shares, $0.000005 par value per share
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(Title of Class of Securities)
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94132V105**
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(CUSIP Number)
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December 31, 2023
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*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.
**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 94132V105 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “WDH.” Each American
Depositary Share represents ten Class A Ordinary Share.
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).
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Re Ltd
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
206,362,384
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
206,362,384
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,362,384
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.12% based upon 2,899,717,031 Class A Shares stated to be outstanding as of December 31, 2023 based on figures provided by Issuer on February 7, 2024
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Reinsurance Company Ltd
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
206,362,384
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
206,362,384
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,362,384
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.12% based upon 2,899,717,031 Class A Shares stated to be outstanding as of December 31, 2023 based on figures provided by Issuer on February 7, 2024
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 4 of 11 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Re Asia Holding Pte. Ltd
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
206,362,384
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
206,362,384
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,362,384
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10
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CHECK BCHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.12% based upon 2,899,717,031 Class A Shares stated to be outstanding as of December 31, 2023 based on figures provided by Issuer on February 7, 2024
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 5 of 11 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Re Principal Investments Company Asia Pte. Ltd
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
206,362,384
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
206,362,384
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,362,384
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10
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CHECK BCHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.12% based upon 2,899,717,031 Class A Shares stated to be outstanding as of December 31, 2023 based on figures provided by Issuer on February 7, 2024
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 6 of 11 Pages
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ITEM 1.
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(a)
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Name of Issuer:
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Waterdrop Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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Block C, Wangjing Science and Technology Park
No. 2 Lize Zhonger Road, Chaoyang District, Beijing
People’s Republic of China
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ITEM 2.
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(a)
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Name of Persons Filing:
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Swiss Re Ltd
Swiss Reinsurance Company Ltd
Swiss Re Asia Holding Pte. Ltd
Swiss Re Principal Investments Company Asia Pte. Ltd
This statement is being filed jointly by the above-listed parties (“Reporting Persons”) and relates to Shares (as defined herein) held by Swiss Re Principal Investments Company Asia Pte. Ltd. Swiss Re Ltd owns all of the outstanding
capital stock of Swiss Reinsurance Company Ltd which in turn owns all of the outstanding capital stock of Swiss Re Asia Holding Pte. Ltd which in turn owns all of the outstanding capital stock of Swiss Re Principal Investments Company
Asia Pte. Ltd.
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(b)
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Address of Principal Business Office, or if None, Residence:
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Mythenquai 50/60
8022 Zurich
Switzerland
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(c)
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Citizenship:
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Swiss Re Ltd is a Swiss corporation.
Swiss Reinsurance Company Ltd is a Swiss corporation.
Swiss Re Asia Holding Pte. Ltd is a Singapore based corporation.
Swiss Re Principal Investments Company Asia Pte. Ltd is a Singapore based corporation.
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(d)
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Title of Class of Securities:
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Class A ordinary shares, par value of US$0.000005 per share (the “Shares”).
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(e)
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CUSIP Number:
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94132V105
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 7 of 11 Pages
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ITEM 3.
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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:
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(a)
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[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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[__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
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(f)
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[__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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[__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[__] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not applicable.
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ITEM 4.
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OWNERSHIP
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As of December 31, 2023:
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(a)
(b)
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Amount beneficially owned:
Swiss Re Ltd - 206,362,384
Swiss Reinsurance Company Ltd - 206,362,384
Swiss Re Asia Holding Pte. Ltd - 206,362,384
Swiss Re Principal Investments Company Asia Pte. Ltd - 206,362,384
Percent of class:
Swiss Re Ltd – 7.12%
Swiss Reinsurance Company Ltd – 7.12%
Swiss Re Asia Holding Pte. Ltd – 7.12%
Swiss Re Principal Investments Company Asia Pte. Ltd – 7.12%
The beneficial ownership percentage above is calculated based on the total Class A Ordinary Shares issued and outstanding as of December 31, 2023 based on figures provided by Issuer on February 7, 2024
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 8 of 11 Pages
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(c)
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Number of shares as to which the Reporting Persons have:
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(i)
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Sole power to vote or to direct the vote:
Swiss Re Ltd - 0
Swiss Reinsurance Company Ltd - 0
Swiss Re Asia Holding Pte. Ltd - 0
Swiss Re Principal Investments Company Asia Pte. Ltd - 0
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(ii)
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Shared power to vote or to direct the vote:
Swiss Re Ltd - 206,362,384
Swiss Reinsurance Company Ltd - 206,362,384
Swiss Re Asia Holding Pte. Ltd - 206,362,384
Swiss Re Principal Investments Company Asia Pte. Ltd - 206,362,384
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(iii)
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Sole power to dispose or to direct the disposition of:
Swiss Re Ltd - 0
Swiss Reinsurance Company Ltd - 0
Swiss Re Asia Holding Pte. Ltd - 0
Swiss Re Principal Investments Company Asia Pte. Ltd - 0
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(iv)
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Shared power to dispose or to direct the disposition of:
Swiss Re Ltd - 206,362,384
Swiss Reinsurance Company Ltd - 206,362,384
Swiss Re Asia Holding Pte. Ltd - 206,362,384
Swiss Re Principal Investments Company Asia Pte. Ltd - 206,362,384
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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:
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[x] Swiss Re Reinsurance Holding Company Ltd
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 9 of 11 Pages
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATIONS.
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Not applicable.
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 10 of 11 Pages
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SIGNATURE
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.
Dated: February 9, 2024
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SWISS RE LTD
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By:
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/s/ Flavia Diethelm
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Name: Flavia Diethelm
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Title: Authorized Signatory
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By:
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/s/ Nicholas Raymond
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Name: Nicholas Raymond
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Title: Authorized Signatory
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Dated: February 9, 2024
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SWISS REINSURANCE COMPANY LTD
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By:
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/s/ Flavia Diethelm
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Name: Flavia Diethelm
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Title: Authorized Signatory
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By:
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/s/ Simon Meyer
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Name: Simon Meyer
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Title: Authorized Signatory
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CUSIP No. 94132V105
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SCHEDULE 13G
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Page 11 of 11 Pages
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Dated: February 9, 2024
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SWISS RE ASIA HOLDING PTE. LTD
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By:
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/s/ Sandhia Nair Thampuran
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Name: Sandhia Nair Thampuran
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Title: Company Secretary
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By:
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/s/ Amit Mishra
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Name: Amit Mishra
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Title: Authorized Signatory
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Dated: February 9, 2024
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SWISS RE PRINCIPAL INVESTMENTS COMPANY ASIA PTE. LTD
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By:
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/s/ Sandhia Nair Thampuran
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Name: Sandhia Nair Thampuran
Title: Company Secretary
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By:
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/s/ Lee Seng Chuen
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Name: Lee Seng Chuen
Title: Authorized Signatory
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