UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
 
 (Amendment No.  )*

WANDA SPORTS GROUP COMPANY LIMITED

(Name of Issuer)
 
Class A Ordinary Shares, no par value

(Title of Class of Securities)
 
93368R 101**

(CUSIP Number)

SHENGKE LIMITED
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola
VG1110, British Virgin Islands
 
ZHENG Xianying
D23 – 1002, No.5 Courtyard, Fulicheng
Guangqumen Wai Anvenue,
Chaoyang, Beijing
 
 
 
HUANG Yu
Room D, 11/F
Golden Court, 6 Electric Road
Causeway Bay, Hong Kong
 
NI Hongqing
Unit B, 8/F., Queen’s Centre
58-64 Queen’s Road East
Wanchai, Hong Kong
 


 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 December 23, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (the “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).

** There is no CUSIP number assigned to the class A ordinary shares of the Issuer (the “Class A Ordinary Shares”).  This CUSIP number applies to the Issuer’s American Depositary Shares of the Issuer (“ADSs”), with every two ADSs representing three Class A Ordinary Shares.


CUSIP No. 93368R 101
SCHEDULE 13D
Page 2 of 13


1
NAME OF REPORTING PERSON
 
SHENGKE LIMITED
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☒
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
N/A (see Item 3)
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
3,836,382 (1)
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
3,836,382 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,836,382 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%.(2) The voting power of the shares beneficially owned by the reporting person represents 0.6% of the total outstanding voting power(3)
 
14
TYPE OF REPORTING PERSON
 
CO
 
 

(1) Represents 3,836,382 Class A Ordinary Shares underlying American Depositary Shares of the Issuer (“ADSs”) held directly by the reporting person. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of class B ordinary shares of the Issuer (the “Class B Ordinary Shares”) are entitled to four votes per share.  Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as one class on all matters subject to a shareholder vote.

(2) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares underlying ADSs beneficially owned by the reporting person by the total number of issued and outstanding Class A Ordinary Shares (61,907,582, excluding 328,053 issued but unallocated shares under the equity incentive plan of the Issuer) as reported by the Issuer to the Reporting Persons.

(3) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by 649,778,410, representing the voting power of all of the Class A Ordinary Shares (61,907,582) and all of the Class B Ordinary Shares (587,870,828) as a single class.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 3 of 13


1
NAME OF REPORTING PERSON
 
Sun James
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☒
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (see Item 3)
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
3,836,382 (1)
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
3,836,382 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,836,382 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%.(2) The voting power of the shares beneficially owned by the reporting person represents 0.6% of the total outstanding voting power(3)
 
14
TYPE OF REPORTING PERSON
 
IN
 


(1) Represents 3,836,382 Class A Ordinary Shares underlying ADSs held indirectly by the reporting person through SHENGKE LIMITED.

(2) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares beneficially owned by the reporting person by 61,907,582.

(3) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by 649,778,410.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 4 of 13


1
NAME OF REPORTING PERSON
 
HUANG Yu
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☒
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (see Item 3)
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
PRC
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,924,542 (1)
8
SHARED VOTING POWER
 
None 
9
SOLE DISPOSITIVE POWER
 
1,924,542 (1)
10
SHARED DISPOSITIVE POWER
 
None 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,924,542 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%.(2) The voting power of the shares beneficially owned by the reporting person represents 0.3% of the total outstanding voting power(3)
 
14
TYPE OF REPORTING PERSON
 
IN
 


(1) Represents 1,924,542 Class A Ordinary Shares underlying ADSs held directly by the reporting person.

(2) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares beneficially owned by the reporting person by 61,907,582.

(3) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by 649,778,410.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 5 of 13


1
NAME OF REPORTING PERSON
 
NI Hongqing
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☒
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (see Item 3)
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
PRC
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,750,000
8
SHARED VOTING POWER
 
None 
9
SOLE DISPOSITIVE POWER
 
3,750,000
10
SHARED DISPOSITIVE POWER
 
None 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,750,000 (1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%.(2) The voting power of the shares beneficially owned by the reporting person represents 0.6% of the total outstanding voting power(3)
 
14
TYPE OF REPORTING PERSON
 
IN
 


(1) Represents 3,750,000 Class A Ordinary Shares underlying ADSs held directly by the reporting person.

(2) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares beneficially owned by the reporting person by 61,907,582.

 (3) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by 649,778,410.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 6 of 13


1
NAME OF REPORTING PERSON
 
ZHENG Xianying
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☒
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO (see Item 3)
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
PRC
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,812,500
8
SHARED VOTING POWER
 
None 
9
SOLE DISPOSITIVE POWER
 
2,812,500
10
SHARED DISPOSITIVE POWER
 
None 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,812,500(1)
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.5%.(2) The voting power of the shares beneficially owned by the reporting person represents 0.4% of the total outstanding voting power (3)
 
14
TYPE OF REPORTING PERSON
 
IN
 


(1) Represents 2,812,500 Class A Ordinary Shares underlying ADSs held directly by the reporting person.

(2) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares beneficially owned by the reporting person by 61,907,582.

(3) The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by 649,778,410.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 7 of 13


Explanatory Note

This Schedule 13D represents the initial statement on Schedule 13D jointly filed by the persons listed in Item 2 below (the “Reporting Persons”) as a result of the entry by the Reporting Persons (other than Mr. Sun James) (the “Associates”) into the Standstill Agreement (as defined in Item 4 below) on December 22, 2020.  The Associates entered into the Standstill Agreement with Wanda Sports & Media (Hong Kong) Holding Co. Limited (the “Purchaser”), at the request of the Purchaser in connection with its tender offer (the “Offer”) to purchase all of the issued and outstanding class A ordinary shares of the Issuer (the “Class A Ordinary Shares”), including all Class A Ordinary Shares represented by American depositary shares of the Issuer (“ADSs”).

Pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the “Act”), the Reporting Persons may, by reason of the entry into the Standstill Agreement, be deemed collectively to beneficially own the total of 12,323,424 Class A Ordinary Shares as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute approximately 19.9% of the outstanding Class A Ordinary Shares (and 5.9% of the total outstanding shares of the Issuer).  However, each Reporting Person expressly disclaims beneficial ownership of any Class A Ordinary Shares beneficially owned by the other Associates and the Purchaser, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other Associates and the Purchaser, and this Schedule 13D should not be construed as acknowledging that any of the Reporting Persons beneficially owns any Class A Ordinary Shares directly or indirectly held by the other Associates and the Purchaser or is a member of a group with the other Associates and the Purchaser.
 
Item 1.    Security and Issuer
 
This Schedule 13D relates to the Class A Ordinary Shares of the Issuer, whose principal executive offices are located at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, People's Republic of China.

American Depositary Shares (“ADSs”), with every two ADSs representing three Class A Ordinary Shares, are listed on the Nasdaq Global Select Market and trade under the symbol “WSG.”

In addition to the Class A Ordinary Shares, the Issuer also has outstanding Class B Ordinary Shares, no par value (the “Class B Ordinary Shares,” and together with the Class A ordinary Shares, the “Ordinary Shares”).

Item 2.     Identity and Background

This Schedule 13D is being filed jointly the Reporting Persons listed below pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act.  The principal business address or residence address of each of the Reporting Persons is:


a.
SHENGKE LIMITED: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.


b.
Sun James: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.


c.
HUANG Yu: Room D, 11/F, Golden Court, 6 Electric Road, Causeway Bay, Hong Kong.


d.
NI Hongqing: Unit B, 8/F., Queen’s Centre, 8-64 Queen’s Road East, Wancchai, Hong Kong.


e.
ZHENG Xianying: D23 – 1002, No.5 Courtyard, Fulicheng, Guangqumen Wai Anvenue, Chaoyang, Beijing.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 8 of 13


Item 3.     Source and Amount of Funds or Other Consideration.

No securities were purchased by the Reporting Persons in connection with the transaction giving rise to the filing of this Schedule 13D and thus no funds were used by any of the Reporting Persons for such purpose.

Item 4.     Purpose of Transaction.

In connection with the Offer, on December 22, 2020, the Purchaser entered into an agreement (the “Standstill Agreement”) with the Associates pursuant to which each such Associate has agreed with Purchaser:

 
to withdraw Class A Ordinary Shares prior to the expiration of the Offer by surrendering its ADSs under the Deposit Agreement (under which the ADSs were issued) in return for the underlying Class A Ordinary Shares; and


to not accept the Offer with respect to any ADSs or Class A Ordinary Shares owned or acquired (whether or not pursuant to the Standstill Agreement) by it (or any interest therein), or sell or transfer any ADSs or Class A Ordinary Shares or interest therein or enter into any agreement or understanding with respect to any such sale or transfer prior to the expiration of the Offer.

The Offer is being undertaken by the Purchaser, and not by any Reporting Person.  None of the Reporting Persons has any independent plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of this Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of this Schedule 13D.

Item 5.     Interest in Securities of the Issuer.

The information contained on each of the cover pages of this Statement, in the Explanatory Note and in Items 2, 4 and 6 are hereby incorporated by reference in their entirety in this Item 5.

(a) - (b)     The following table sets forth the beneficial ownership of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) of the Issuer for each of the Reporting Persons.

Reporting
Person
 
Amount
beneficially
owned(*)
   
Percentage(1)
   
Percentage
of voting
power (2)
   
Shared
power to
vote or
direct the
vote
   
Sole power
to vote or
direct the
vote
   
Shared
power to
dispose or
direct the
disposition
   
Sole
power to
dispose or
direct the
disposition
 
SHENGKE LIMITED
   
3,836,382
(3) 
   
6.2
%
   
0.6
%
   
3,836,382
     
-
     
3,836,382
     
-
 
Sun James
   
3,836,382
(4) 
   
6.2
%
   
0.6
%
   
3,836,382
     
-
     
3,836,382
     
-
 
HUANG Yu
   
1,924,542
(5) 
   
3.1
%
   
0.3
%
   
-
     
1,924,542
     
-
     
1,924,542
 
NI Hongqing
   
3,750,000
(6) 
   
6.1
%
   
0.6
%
   
-
     
3,750,000
     
-
     
3,750,000
 
ZHENG Xianying
   
2,812,500
(7) 
   
4.5
%
   
0.4
%
   
-
     
2,812,500
     
-
     
2,812,500
 
_______________
(*) Lists the number of Class A Ordinary Shares held, directly and/or indirectly, by each Reporting Person.

(1) The percentage of the class of securities is calculated by dividing the number of Class A Ordinary Shares beneficially owned by the Reporting Person by 61,907,582, representing the total number of issued and outstanding Class A Ordinary Shares as reported by the Issuer to the Reporting Person (excluding 328,053 issued but unallocated shares under the equity incentive plan of the Issuer).

(2) 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 Class A Ordinary Shares (61,907,582) and Class B Ordinary Shares (587,870,828) as a single class.

(3) Represents 3,836,382 Class A Ordinary Shares underlying ADSs directly held by SHENGKE LIMITED.

(4) Represents 3,836,382 Class A Ordinary Shares underlying ADSs indirectly held by Sun James through SHENGKE LIMITED.

(5) Represents 1,924,542 Class A Ordinary Shares underlying ADSs directly held by HUANG Yu.

CUSIP No. 93368R 101
SCHEDULE 13D
Page 9 of 13


(6) Represents 3,750,000 Class A Ordinary Shares underlying ADSs directly held by NI Hongqing.

(7) Represents 2,812,500 Class A Ordinary Shares underlying ADSs directly held by ZHENG Xianying.

(c) To the best knowledge of each of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in the Explanatory Note and Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7.     Material to be Filed as Exhibits

Exhibit
 
Description
     
99.1
 
     
99.2
 
Standstill Agreement, dated December 22, 2020, by and among Purchaser and certain holders of American Depositary Shares (incorporated by reference to Exhibit (d) to the Schedule TO-T filed with the SEC on December 23, 2020).



CUSIP No. 93368R 101
SCHEDULE 13D
Page 10 of 13


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I or we certify that the information set forth in this statement is true, complete and correct.

Date:  December 23, 2020
       
 
SHENGKE LIMITED
 
       
 
By:
 /s/ Sun James
 
 
 
Name: Sun James
 
 
 
Title: Director
 
     
 
SUN JAMES
 
       
 
By:
 /s/ Sun James
 
       



CUSIP No. 93368R 101
SCHEDULE 13D
Page 11 of 13


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.

Date:  December 23, 2020
       
 
HUANG Yu
 
       
 
By:
 /s/ HUANG Yu
 
 
 
   



CUSIP No. 93368R 101
SCHEDULE 13D
Page 12 of 13


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.

Date:  December 23, 2020
       
 
NI Hongqing
 
       
 
By:
 /s/ NI Hongqing
 
 
 
   



CUSIP No. 93368R 101
SCHEDULE 13D
Page 13 of 13


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.

Date:  December 23, 2020
       
 
ZHENG Xianying
 
       
 
By:
 /s/ ZHENG Xianying
 
 
 
   


Schedule A

The following tables sets forth the name, principal business address, present principal occupation or employment, and citizenship for each executive officer and director of each of the Reporting Persons that is not an individual:

SHENGKE LIMITED

 
 
Name and Title
 
 
Principal
Business Address
 
Present Principal
Occupation
Or Employment
 
 
 
Citizenship
Sun James, Director
 
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
 
Merchant
 
Canada





EXHIBIT 99.1
 
Joint Filing Agreement
 
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including any amendments thereto), with respect to ordinary shares, no par value, of Wanda Sports Group Company Limited, a Hong Kong company and (ii) agree that this joint filing agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
 
The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group or have acted as a group.
 
[Remainder of this page is intentionally left blank]
 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of December 23, 2020.

 
SHENGKE LIMITED
 
       
 
By:
 /s/ Sun James
 
 
 
Name: Sun James
 
 
 
Title: Director
 
     
 
SUN JAMES
 
       
 
By:
 /s/ Sun James
 
       
     
 
HUANG Yu
 
       
 
By:
 /s/ HUANG Yu
 
 
 
   

 
ZHENG Xianying
 
       
 
By:
 /s/ ZHENG Xianying
 
 
 
   

 
NI Hongqing
 
       
 
By:
 /s/ NI Hongqing