SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(RULE 13D-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13D-2

 

Under the Securities Exchange Act of 1934
(Amendment No.      )*

 

Molecular Data Inc.

(Name of Issuer)

Class A ordinary shares, par value of $0.00005 per share

(Title of Class of Securities)

60852L 106**

(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 the disclosures provided in a prior cover page.

 

** CUSIP number 60852L 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market LLC under the symbol “MKD.” Each ADS represents three Class A ordinary shares of the issuer. The CUSIP number of Class A ordinary shares is G61897 107.

 

The information required in 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. 60852L 106

 

Page 2 of 7 pages

 

1

Names of Reporting Persons
Dongliang Chang

 

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
54,819,733 ordinary shares. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
54,819,733 ordinary shares. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
54,819,733 ordinary shares. 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)
15.9%. The voting power of the shares beneficially owned represent 65.4% of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
IN

 


 

CUSIP No. 60852L 106

 

Page 3 of 7 pages

 

1

Names of Reporting Persons
Cool Emotion International Ltd.

 

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
54,819,733 ordinary shares. See Item 4.

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
54,819,733 ordinary shares. See Item 4.

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
54,819,733 ordinary shares. 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)
15.9%. The voting power of the shares beneficially owned represent 65.4% of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
CO

 


 

CUSIP No. 60852L 106

 

Page 4 of 7 pages

 

Item 1(a).

Name of Issuer:
Molecular Data Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
5/F, Building12, 1001 North Qinzhou Road

Xuhui District, Shanghai 201109

People’s Republic of China

 

Item 2(a).

Name of Person Filing:
(i) Dongliang Chang; and

(ii) Cool Emotion International Ltd. (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
Dongliang Chang

5/F, Building12, 1001 North Qinzhou Road

Xuhui District, Shanghai 201109

People’s Republic of China

 

Cool Emotion International Ltd.

Craigmuir Chambers, Road Town

Tortola, VG1110, British Virgin Islands

Item 2(c).

Citizenship:
Dongliang Chang – People’s Republic of China

Cool Emotion International Ltd. – British Virgin Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, par value of $0.00005 per share (“Class A Ordinary Shares”), of the Issuer. The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.00005 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

Item 2(e).

CUSIP No.:
60852L 106

 

This CUSIP number applies to the ADSs of the issuer, which are quoted on The Nasdaq Stock Market LLC under the symbol “MKD.” Each ADS represents three Class A Ordinary Shares of the Issuer. The CUSIP number of Class A Ordinary Shares is G61897 107.

 

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. 60852L 106

 

Page 5 of 7 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:

 

Dongliang Chang

 

54,819,733

(1)

15.9

%(2)

65.4

%(3)

54,819,733

(1)

0

 

54,819,733

(1)

0

 

Cool Emotion International Ltd.

 

54,819,733

(1)

15.9

%(2)

65.4

%(3)

54,819,733

(1)

0

 

54,819,733

(1)

0

 

 


(1)   Represents 54,819,733 Class B Ordinary Shares to be held by Cool Emotion International Ltd., a British Virgin Islands company controlled by Dr. Dongliang Chang. Upon the completion of the proposed share distribution specified in the Issuer’s registration statement on Form F-1 (File No. 333-235398), pursuant to which the Issuer’s shares will be distributed in proportion to the shareholding structure of MOLBASE Inc., a Cayman Islands company that currently holds 90.0% of total issued and outstanding shares of the Issuer (the “Share Distribution”). Cool Emotion International Ltd. is ultimately held by Cool Emotion Trust, a trust established under the laws of British Virgin Islands and managed by TMF (Cayman) Ltd. as the trustee. Under the terms of this trust, Dr. Dongliang Chang 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 to be held by Cool Emotion International Ltd. upon the completion of the Share Distribution. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dr. Chang may be deemed to beneficially own all of the Class B Ordinary Shares of the Issuer held by Cool Emotion International Ltd. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share.

 

(2)   The percentage of the class of securities beneficially owned by each Reporting Person is based on 345,127,024 outstanding ordinary shares as a single class, being the sum of 290,307,291 Class A Ordinary Shares and 54,819,733 Class B Ordinary Shares outstanding as of January 2, 2020, assuming the completion of the Share Distribution and the conversion of all Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis, as described in the Form 424b4 filed by the Issuer with the SEC on December 30, 2019.

 

(3)   For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned or to be 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 upon the completion of the Share Distribution. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

 

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 Control 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. 60852L 106

 

Page 6 of 7 pages

 

LIST OF EXHIBITS

 

Exhibit 99.1 — Joint Filing Agreement

 


 

CUSIP No. 60852L 106

 

Page 7 of 7 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 11, 2020

 

 

Dongliang Chang

 

 

 

/s/ Dongliang Chang

 

 

 

Cool Emotion International Ltd.

 

 

 

 

By:

/s/ Dongliang Chang

 

Name: Dongliang Chang

 

Title: Director

 


Exhibit 99.1

 

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 Class A ordinary shares, par value of $0.00005 per share, of Molecular Data Inc., a Cayman Islands exempted 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 11, 2020.

 

 

Dongliang Chang

 

 

 

/s/ Dongliang Chang

 

 

 

Cool Emotion International Ltd.

 

 

 

 

By:

/s/ Dongliang Chang

 

Name: Dongliang Chang

 

Title: Director