UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Molecular Data Inc.

(Name of Issuer)

 

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

 

(Title of Class of Securities)

 

60852L106**

(CUSIP Number)

 

December 31, 2020 and January 6, 2021***

 

(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)
xRule 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 the disclosures provided in a prior cover page.

 

**This CUSIP number applies to the Issuer’s American depositary shares (“ADSs”), each representing three Class A Ordinary Shares of the Issuer.

 

***This filing is being made (i) pursuant to Rule 13d-2(b) with respect to the Class A Ordinary Shares beneficially owned by the Reporting Persons as of December 31, 2020 and (ii) pursuant to Rule 13d-2(d) due to the change in the Reporting Persons’ beneficial ownership calculated as of January 6, 2021 decreasing by more than five percent of the Class A Ordinary Shares of the Issuer since the last Schedule 13G filed on July 10, 2020.

 

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).

 

 

 

 

 

 

SCHEDULE 13G

 

CUSIP No.           60852L106

 

1

Names of Reporting Persons

Greatest Investments Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   x

(b)   ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

British Virgin Islands

  5 Sole Voting Power

Number of Shares Beneficially Owned by Each Reporting Person

With:

  0
6

Shared Voting Power

13,418,656 (1)

7

Sole Dispositive Power

0

  8 Shared Dispositive Power
    13,418,656 (1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,418,656 (1)

10

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

¨

11

Percent of Class Represented by Amount in Row (9)

4.0% (2)

12

Type of Reporting Person (See Instructions)

CO

       

 

  (1) Number of shares is number of Class A ordinary shares, par value US$0.00005 per share (“Class A Ordinary Shares”) (including in the form of ADSs), of Molecular Data Inc. (the “Issuer”) held by Greatest Investments Limited as of January 12, 2021. As of December 31, 2020 and January 6, 2021, the number of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Greatest Investments Limited was 35,084,230 and 32,900,668, respectively.

 

  (2) The percentage reflects percentage of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Greatest Investments Limited as of January 12, 2021. As of December 31, 2020 and January 6, 2021, the percentage of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Greatest Investments Limited was 10.5% and 9.8%, respectively. The percentages are calculated based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

 

 Page 2 of 7 

 

 

SCHEDULE 13G

 

CUSIP No.           60852L106

 

1

Names of Reporting Persons

Fosun International Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   x

(b)   ¨

3

SEC Use Only

 

4

Citizenship or Place of Organization

Hong Kong

  5 Sole Voting Power

Number of Shares Beneficially Owned by Each Reporting Person

With:

  0
6

Shared Voting Power

13,418,656 (1)

7

Sole Dispositive Power

0

  8 Shared Dispositive Power
    13,418,656 (1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,418,656 (1)

10

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

¨

11

Percent of Class Represented by Amount in Row (9)

4.0% (2)

12

Type of Reporting Person (See Instructions)

CO

       

 

  (1) Number of shares is number of Class A Ordinary Shares (including in the form of ADSs) of the Issuer held by Greatest Investments Limited as of January 12, 2021. As of December 31, 2020 and January 6, 2021, the number of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Fosun International Limited was 35,084,230 and 32,900,668, respectively.

 

  (2) The percentage reflects percentage of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Fosun International Limited as of January 12, 2021. As of December 31, 2020 and January 6, 2021, the percentage of Class A Ordinary Shares (including in the form of ADSs) that are beneficially owned by Fosun International Limited was 10.5% and 9.8%, respectively. The percentages are calculated based on 334,099,682 Class A Ordinary Shares of the Issuer outstanding as of October 9, 2020, as disclosed in the Securities Purchase Agreement included as Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2020.

  

 Page 3 of 7 

 

 

Item 1.

 

(a)Name of Issuer:

 

Molecular Data Inc.

 

(b)Address of Issuer’s Principal Executive Offices:

 

5/F, Building 12, 1001 North Qinzhou Road

Xuhui District, Shanghai 201109

People’s Republic of China

 

Item 2.

 

(a)Name of Person Filing:

 

This Schedule 13G is filed by Greatest Investments Limited (“Greatest Investments”), a company organized under the laws of the British Virgin Islands, and Fosun International Limited (“Fosun International”, together with Greatest Investments, the “Reporting Persons”), a company organized under the laws of the Hong Kong Special Administrative Region of China (“Hong Kong”).

 

Greatest Investments is a wholly-owned subsidiary of Fosun International.

 

(b)Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office for Greatest Investments is Maples Corporate Services (BVI) Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong.

 

(c)Citizenship:

 

See Item 2(a)

 

(d)Title of Class of Securities:

 

Class A Ordinary Shares, par value US$0.00005 per share, of the Issuer

 

(e)CUSIP No.:

 

60852L106

 

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                

 

 Page 4 of 7 

 

 

Item 4.Ownership.

 

  (a) See Item 9 of the cover pages to this Schedule 13G and the footnotes thereto for the aggregate number of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2020, January 6, 2021 and January 12, 2021, respectively.

 

  (b) See Item 11 of the cover pages to this Schedule 13G and the footnotes thereto for the percentage of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2020, January 6, 2021 and January 12, 2021, respectively.

 

  (c) See Items 5 through 8 of the cover pages to this Schedule 13G and the footnotes thereto for the number of Class A Ordinary Shares that are beneficially owned by each Reporting Person as of December 31, 2020, January 6, 2021 and January 12, 2021, respectively, as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

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.

 

See Item 2.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 Page 5 of 7 

 

 

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: January 13, 2021

 

GREATEST INVESTMENTS LIMITED  
     
By: /s/ JIN Hualong  
JIN Hualong  
Director  

 

FOSUN INTERNATIONAL LIMITED  
     
By: /s/ SZE Mei Ming  
SZE Mei Ming  
Company Secretary  

 

 Page 6 of 7 

 

 

EXHIBIT INDEX

 

Exhibit No.  Description
    
99.1  Joint Filing Agreement, dated July 10, 2020 by and between Greatest Investments Limited and Fosun International Limited (incorporated by reference to Exhibit 99.1 to that certain Schedule 13G filed on July 10, 2020 by the Reporting Persons with the Securities and Exchange Commission).

 

 Page 7 of 7