0001104659-20-013510.txt : 20200210 0001104659-20-013510.hdr.sgml : 20200210 20200210161631 ACCESSION NUMBER: 0001104659-20-013510 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200210 DATE AS OF CHANGE: 20200210 GROUP MEMBERS: KAN'S GLOBAL COOLSTUFF INVESTMENT INC. GROUP MEMBERS: KAN'S UNIVERSE INVESTMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CooTek(Cayman)Inc. CENTRAL INDEX KEY: 0001734262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90789 FILM NUMBER: 20592134 BUSINESS ADDRESS: STREET 1: 9F, T2, NO.16, LANE 399, XINLONG ROAD STREET 2: MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201101 BUSINESS PHONE: 862164856352 MAIL ADDRESS: STREET 1: 9F, T2, NO.16, LANE 399, XINLONG ROAD STREET 2: MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZHANG KAN CENTRAL INDEX KEY: 0001765056 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: BUILDING 7, NO. 2007 HONGMEI ROAD STREET 2: XUHUI DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 201103 SC 13G/A 1 a20-6937_3sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934


(Amendment No. 1)*

 

CooTek (Cayman) Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

G2490L 109

(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:

o

Rule 13d-1(b)

o

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).

 


 

CUSIP No. G2490L 109

 

Page 2 of 8 pages

 

1.

Name of Reporting Person
Kan Zhang

 

2.

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

 

o

 

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
246,224,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
246,224,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
246,224,465. See Item 4.

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11.

Percent of Class Represented by Amount in Row 9
7.9% of total outstanding ordinary shares (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4.

 

12.

Type of Reporting Person
IN

 

2


 

CUSIP No. G2490L 109

 

Page 3 of 8 pages

 

1.

Name of Reporting Person
Kan’s Global CoolStuff Investment Inc.

 

2.

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

 

o

 

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
246,224,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
246,224,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
246,224,465. See Item 4.

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11.

Percent of Class Represented by Amount in Row 9
7.9% of total outstanding ordinary shares (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4.

 

12.

Type of Reporting Person
CO

 

3


 

CUSIP No. G2490L 109

 

Page 4 of 8 pages

 

1.

Name of Reporting Person
Kan’s Universe Investment Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

(a)

o

 

(b)

 

o

 

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
246,224,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
246,224,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
246,224,465. See Item 4.

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11.

Percent of Class Represented by Amount in Row 9
7.9% of total outstanding ordinary shares (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). See Item 4.

 

12.

Type of Reporting Person
CO

 

4


 

CUSIP No. G2490L 109

 

Page 5 of 8 pages

 

Item 1(a).

Name of Issuer:
CooTek (Cayman) Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:
9-11F, No.16, Lane 399, Xinlong Road, Minhang District, Shanghai, 201101, People’s Republic of China.

 

Item 2(a).

Name of Person Filing:
Kan Zhang, Kan’s Global CoolStuff Investment Inc. and Kan’s Universe Investment Limited (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the Principal Business Office is 9-11F, No.16, Lane 399, Xinlong Road, Minhang District, Shanghai, 201101, People’s Republic of China.

 

Item 2(c).

Citizenship:
Kan Zhang is a citizen of the People’s Republic of China. Kan’s Global CoolStuff Investment Inc. is a British Virgin Islands company. Kan’s Universe Investment Limited is a British Virgin Islands company.

 

Item 2(d).

Title of Class of Securities:
ordinary shares, par value $0.00001 per share, of the Issuer

 

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 twenty-five votes per share on all matters submitted to them for a 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:
G2490L 109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

 

Item 4.

Ownership

 

Reporting Person

 

Amount 
beneficially 
owned:

 

Percent of 
class:

 

Percent of 
aggregate 
voting power:

 

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:

 

Kan Zhang

 

246,224,465

(1)

7.9

%(2)

68.2

%(3)

246,224,465

(1)

0

 

246,224,465

(1)

0

 

Karl’s Global CoolStuff Investment Inc.

 

246,224,465

(1)

7.9

%(2)

68.2

%(3)

246,224,465

(1)

0

 

246,224,465

(1)

0

 

Kan’s Universe Investment Limited

 

246,224,465

(1)

7.9

%(2)

68.2

%(3)

246,224,465

(1)

0

 

246,224,465

(1)

0

 

 

5


 

CUSIP No. G2490L 109

 

Page 6 of 8 pages

 


(1)

Represents 246,224,465 Class B ordinary shares held by Kan’s Global CoolStuff Investment Inc., a British Virgin Islands company. Kan’s Global CoolStuff Investment Inc. is wholly owned by Kan’s Universe Investment Limited, a British Virgin Islands company, which is ultimately owned by Karl’s Global CoolStuff Investment Trust, a trust established under the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. Kan Zhang is the settlor of this trust, and Mr. Zhang and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Zhang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Kan’s Global CoolStuff Investment Inc. Mr. Zhang is the sole director of Kan’s Global CoolStuff Investment Inc.

 

 

(2)

The beneficial ownership of Mr. Zhang, Kan’s Global CoolStuff Investment Inc. and Kan’s Universe Investment Limited represents 7.9% of total ordinary shares, assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares as of December 31, 2019. The percentage of class of securities beneficially owned by each Reporting Person is calculated based on 2,870,119,332 Class A ordinary shares and 246,224,465 Class B ordinary shares of the Issuer outstanding as of December 31, 2019, based on the information provided by the Issuer.

 

 

(3)

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. 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 twenty-five votes per share on all matters submitted to them for a vote.

 

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 or Controlling Person:

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

 

6


 

CUSIP No. G2490L 109

 

Page 7 of 8 pages

 

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 10, 2020

 

 

Kan Zhang

 

 

 

/s/ Kan Zhang

 

 

 

Kan’s Global CoolStuff Investment Inc.

 

 

 

By:

/s/ Kan Zhang

 

Name:

Kan Zhang

 

Title:

Director

 

 

 

Kan’s Universe Investment Inc.

 

 

 

By:

/s/ Kan Zhang

 

Name:

Kan Zhang

 

Title:

Authorized Signatory

 

7


 

CUSIP No. G2490L 109

 

Page 8 of 8 pages

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

A

 

Joint Filing Agreement

 

8


EX-99.A 2 a20-6937_3ex99da.htm EXHIBIT A

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.00001 per share, of CooTek (Cayman) Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2020.

 

 

Kan Zhang

 

 

 

/s/ Kan Zhang

 

 

 

Kan’s Global CoolStuff Investment Inc.

 

 

 

By:

/s/ Kan Zhang

 

Name:

Kan Zhang

 

Title:

Director

 

 

 

Kan’s Universe Investment Inc.

 

 

 

By:

/s/ Kan Zhang

 

Name:

Kan Zhang

 

Title:

Authorized Signatory

 

1