SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Aurora Mobile Limited
(Name of Issuer)
Common Shares, $0.0001 par value per share
(Title of Class of Securities)
051857 100**
(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) |
| ☒ | 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. |
| ** | CUSIP number 051857 100 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “JG.” Three ADSs represent two Class A common 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).
| 1 |
Name of Reporting Person
Weidong Luo | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (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
24,171,522 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
24,171,522 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,171,522 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.1% (The voting power of the shares beneficially owned represent 76.8% of the total outstanding voting power.) (1) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 77,794,315 common shares (being the sum of 60,794,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer (as defined below) outstanding as of December 31, 2019 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A common shares and Class B common shares as a single class as of December 31, 2019. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote. |
2
| 1 |
Name of Reporting Person
KK Mobile Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (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
24,100,189 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
24,100,189 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,100,189 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
31.0% (The voting power of the shares beneficially owned represent 76.7% of the total outstanding voting power.) (2) | |||||
| 12 | Type of Reporting Person
CO | |||||
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 77,794,315 common shares (being the sum of 60,794,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2019 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A common shares and Class B common shares as a single class as of December 31, 2019. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote. |
3
| Item 1(a). | Name of Issuer:
Aurora Mobile Limited (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
3/F, Building No. 7, Zhiheng Industrial Park, Nantou Guankou Road 2, Nanshan District, Shenzhen, Guangdong, 518052, People’s Republic of China | |
| Item 2(a). | Name of Person Filing:
(i) Weidong Luo; and (ii) KK Mobile Limited (collectively, the “Reporting Persons”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
For Weidong Luo c/o 3/F, Building No. 7, Zhiheng Industrial Park Nantou Guankou Road 2, Nanshan District Shenzhen, Guangdong, 518052 People’s Republic of China
For KK Mobile Limited c/o Unit 8, 3/F., Qwomar Trading Complex Blacburne Road, Port Purcell, Road Town Tortola, British Virgin Islands | |
| Item 2(c) | Citizenship:
Weidong Luo - People’s Republic of China KK Mobile Limited - British Virgin Islands | |
| Item 2(d). | Title of Class of Securities:
Common shares, $0.0001 par value per share, of the Issuer
The Issuer’s common shares consist of Class A common shares and Class B common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances. | |
| Item 2(e). | CUSIP Number:
051857 100
This CUSIP number applies to the American depositary shares of the Issuer. Three American depositary shares represent two Class A common shares of the Issuer.
| |
| 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 | ||
4
| 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: |
|||||||||||||||||||||
| Weidong Luo |
24,171,522 | 31.1 | % | 76.8 | % | 24,171,522 | 0 | 24,171,522 | 0 | |||||||||||||||||||
| KK Mobile Limited |
24,100,189 | 31.0 | % | 76.7 | % | 24,100,189 | 0 | 24,100,189 | 0 | |||||||||||||||||||
As of December 31, 2019, 7,100,000 Class A common shares and 17,000,189 Class B common shares were directly held by KK Mobile Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Weidong Luo. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Luo may be deemed to beneficially own all of the common shares of the Issuer held by KK Mobile Limited. In addition, Mr. Luo held 107,000 ADSs, representing 71,333 Class A common shares, as of December 31, 2019.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 77,794,315 common shares (being the sum of 60,794,126 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2019 as a single class. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A common shares and Class B common shares as a single class as of December 31, 2019. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for 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 | ||
5
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
| WEIDONG LUO | ||
| /s/ Weidong Luo | ||
| KK MOBILE LIMITED | ||
| By: | /s/ Weidong Luo | |
| Name: | Weidong Luo | |
| Title: | Director | |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |
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 common shares, par value of $0.0001 per share, of Aurora Mobile Limited, 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.
| WEIDONG LUO | ||
| /s/ Weidong Luo | ||
| KK MOBILE LIMITED | ||
| By: | /s/ Weidong Luo | |
| Name: | Weidong Luo | |
| Title: | Director | |