Filing Details

Accession Number:
0001104659-20-013505
Form Type:
13G Filing
Publication Date:
2020-02-10 16:16:01
Filed By:
Li Qiaoling
Company:
Cootek (Cayman) Inc. (NYSE:CTK)
Filing Date:
2020-02-10
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Qiaoling Li 215,624,465 0 215,624,465 0 215,624,465 7.5%
LQL Global Innovation Investment Inc 215,624,465 0 215,624,465 0 215,624,465 7.5%
LQL International Limited 215,624,465 0 215,624,465 0 215,624,465 7.5%
Filing

 

 

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
Qiaoling Li

 

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
215,624,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
215,624,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,624,465. 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
7.5% of Class A ordinary shares (or 6.9% of the total 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

 

 

CUSIP No. G2490L 109

 

Page 3 of 8 pages

 

1.

Name of Reporting Person
LQL Global Innovation 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
215,624,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
215,624,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,624,465. 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
7.5% of Class A ordinary shares (or 6.9% of the total 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

 

 

CUSIP No. G2490L 109

 

Page 4 of 8 pages

 

1.

Name of Reporting Person
LQL International 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
215,624,465. See Item 4.

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
215,624,465. See Item 4.

 

8.

Shared Dispositive Power
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,624,465. 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
7.5% of Class A ordinary shares (or 6.9% of the total 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

 

 

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 Issuers Principal Executive Offices:
9-11F, No.16, Lane 399, Xinlong Road, Minhang District, Shanghai, 201101, Peoples Republic of China.

 

Item 2(a).

Name of Person Filing:
Qiaoling Li, LQL Global Innovation Investment Inc. and LQL International 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, Peoples Republic of China.

Item 2(c).

Citizenship:
Qiaoling Li is a citizen of the Peoples Republic of China. LQL Global Innovation Investment Inc. is a British Virgin Islands company. LQL International 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 Issuers 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

 

 

CUSIP No. G2490L 109

 

Page 6 of 8 pages

 

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:

 

Qiaoling Li

 

215,624,465

(1)

7.5

%(2)

2.4

%(3)

215,624,465

(1)

0

 

215,624,465

(1)

0

 

LQL Global Innovation Investment Inc.

 

215,624,465

(1)

7.5

%(2)

2.4

%(3)

215,624,465

(1)

0

 

215,624,465

(1)

0

 

LQL International Limited

 

215,624,465

(1)

7.5

%(2)

2.4

%(3)

215,624,465

(1)

0

 

215,624,465

(1)

0

 

 


(1)   Represents 215,624,465 Class A ordinary shares held by LQL Global Innovation Investment Inc., a British Virgin Islands company. LQL Global Innovation Investment Inc. is wholly owned by LQL International Limited, a British Virgin Islands company, which is ultimately owned by LQL International Trust, a trust established under the laws of Guernsey and managed by Cantrust (Far East) Limited as the trustee. Qiaoling Li is the settlor of this trust, and Ms. Li and her family members are the trusts beneficiaries. Under the terms of this trust, Ms. Li 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 LQL Global Innovation Investment Inc. Ms. Li is the sole director of LQL Global Innovation Investment Inc.

 

(2)   The beneficial ownership of Ms. Li, LQL Global Innovation Investment Inc. and LQL International Limited represents 7.5% of total Class A ordinary shares (or 6.9% of the 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 Issuers 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

 

 

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

 

 

Qiaoling Li

 

 

 

/s/ Qiaoling Li

 

 

 

LQL Global Innovation Investment Inc.

 

 

 

By:

/s/ Qiaoling Li

 

Name:

Qiaoling Li

 

Title:

Director

 

 

 

 

LQL International Limited

 

 

 

 

By:

/s/ Qiaoling Li

 

Name:

Qiaoling Li

 

Title:

Authorized Signatory

 

 

CUSIP No. G2490L 109

 

Page 8 of 8 pages

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

A

 

Joint Filing Agreement