UNITED STATES
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
Under the Securities Exchange Act of 1934
(Amendment No. )*
| 36Kr Holdings Inc. |
| (Name of Issuer) |
| Ordinary Shares, par value US$0.0001 per share |
| (Title of Class of Securities) |
| G8828K 101 |
| (CUSIP Number) |
| December 31, 2019 |
| (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) |
| x | 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 disclosures provided in a prior cover page.
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).
Schedule 13G CUSIP No. G8828K 101
|
| 1. | NAMES OF REPORTING PERSONS | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| Not applicable | (b) ☐ | |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
96,512,901(1) |
| 6. | SHARED VOTING POWER
73,933,000(2) | |
| 7. | SOLE DISPOSITIVE POWER
96,512,901(1) | |
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,445,901 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
Not applicable |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.8%(3) |
| 12. | TYPE OF REPORTING PERSON
IN |
(1) Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Lording Global Limited and ultimately controlled by The Lording Trust. The Lording Trust is a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Dagang Feng is the settlor of the trust, and Dagang Feng and his family members are the trust's beneficiaries; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited; and (iii) 18,000,901 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2019. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote.
(2) Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited; and (iii) 15,184,000 series Class A ordinary shares held by China Prosperity Capital Alpha Limited, a limited liability company incorporated under the laws of Samoa ultimately controlled by Hendrick Sin.
Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Palopo Holding Limited entered into an acting-in-concert agreement with China Prosperity Capital Alpha Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by Palopo Holding Limited and 15,184,000 Class A ordinary shares held by China Prosperity Capital Alpha Limited, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties.
(3) Based on 955,359,421 issued andoutstanding ordinary shares of the Issuer as a single class, being the sum of (i) 841,275,820 Class A ordinary shares outstanding as of December 31, 2019, (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2019, and (iii) 18,000,901 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2019.
Schedule 13G CUSIP No. G8828K 101
|
| 1. | NAMES OF REPORTING PERSONS Palopo Holding Limited |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| Not applicable | (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
78,512,000(1) |
| 6. | SHARED VOTING POWER
73,933,000(2) | |
| 7. | SOLE DISPOSITIVE POWER
78,512,000(1) | |
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,445,000 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
Not applicable |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.3%(2) |
| 12. | TYPE OF REPORTING PERSON
CO |
(1) Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited. Each Class B ordinary share is entitled to 25 votes and each Class A ordinary share is entitled to one vote.
(2) Represents (i) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands wholly owned by Chengcheng Liu; (ii) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited; and (iii) 15,184,000 series Class A ordinary shares held by China Prosperity Capital Alpha Limited, a limited liability company incorporated under the laws of Samoa ultimately controlled by Hendrick Sin. Palopo Holding Limited entered into an acting-in-concert agreement with 36Kr Heros Holding Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by the parties, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties. Palopo Holding Limited entered into an acting-in-concert agreement with China Prosperity Capital Alpha Limited in September 2019, pursuant to which the parties agreed to vote on the matters that require action in concert, with respect to all shares held by Palopo Holding Limited and 15,184,000 Class A ordinary shares held by China Prosperity Capital Alpha Limited, and if the parties thereof are unable to reach a unanimous consensus in relation to the matters requiring action in concert, a decision made by Palopo Holding Limited will be deemed a decision unanimously passed by the parties and will be binding on the parties.
(2) Based on 937,358,520 issued and outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 841,275,820 Class A ordinary shares outstanding as of December 31, 2019 and (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2019.
| Item 1(a). | Name of Issuer: |
36Kr Holdings Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
5-6/F, Tower A1, Junhao Central Park Plaza, No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing, the People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Dagang Feng
Palopo Holding Limited
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Dagang Feng
No. 19 Shangdi Xinxi Road
Haidian District, Beijing
People’s Republic of China
Palopo Holding Limited
Craigmuir Chambers
Road Town, Tortola
VG 1110
British Virgin Islands
| Item 2(c). | Citizenship: |
Dagang Feng: People’s Republic of China
Palopo Holding Limited: British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares of the Issuer, par value US$0.0001 per share.
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 25 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| Item 2(e). | CUSIP Number: |
G8828K 101
This CUSIP number applies to the Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the Class B ordinary shares.
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership. |
The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of 36Kr Holdings Inc. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2019:
Reporting Person | Amount beneficially owned: | Percent of class: | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | Percent of aggregate voting power: |
| Dagang Feng | 170,445,901 | 17.8%(1) | 96,512,901 | 73,933,000 | 96,512,901 | 0 | 75.9%(3) |
| Palopo Holding Limited | 152,445,000 | 16.3%(2) | 78,512,000 | 73,933,000 | 78,512,000 | 0 | 75.8%(4) |
(1) Based on 955,359,421 issued andoutstanding ordinary shares of the Issuer as a single class, being the sum of (i) 841,275,820 Class A ordinary shares outstanding as of December 31, 2019, (ii) 96,082,700 Class B ordinary shares outstanding as of December 31, 2019, and (iii) 18,000,901 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2019.
(2) Based on 937,358,520 issued andoutstanding ordinary shares of the Issuer as a single class, being the sum of (i) 841,275,820 Class A ordinary shares outstanding as of December 31, 2019 and (ii) 96,082,700 Class B ordinary shares outstanding as ofDecember 31, 2019.
(3)Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited;(iii) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited; (iv) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited; (v) 15,184,000 series Class A ordinary shares held by China Prosperity Capital Alpha Limited; and (vi) 18,000,901 Class A ordinary shares underlying share options held by Dagang Feng that are exercisable within 60 days after December 31, 2019. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 25 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(4)Represents (i) 23,553,600 Class A ordinary shares held by Palopo Holding Limited; (ii) 54,958,400 Class B ordinary shares held by Palopo Holding Limited;(iii) 17,624,700 Class A ordinary shares held by 36Kr Heros Holding Limited; (iv) 41,124,300 Class B ordinary shares held by 36Kr Heros Holding Limited; and (v) 15,184,000 series Class A ordinary shares held by China Prosperity Capital Alpha Limited. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to 25 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. | Certifications. |
Not applicable.
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 13, 2020
| Dagang Feng | ||
| By: | /s/ Dagang Feng | |
| Name: Dagang Feng | ||
| PALOPO HOLDING LIMITED | ||
| By: | /s/ Dagang Feng | |
| Name: Dagang Feng | ||
| Title: Director | ||
