Item 2(c).

Citizenship:

 

See item 4 of each of the cover pages

Item 2(d).

Title of Class of Securities:

 

Ordinary shares, including Class A ordinary shares and Class B ordinary shares of par value of $0.0001 per share.

 

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 into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes.

Item 2(e).

CUSIP No.:

 

89977P106

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing three Class A ordinary shares of the Issuer, par value $0.0001 per share.

 

 

 

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
   
Item 4. Ownership

 

 

 

The following information with respect to the ordinary shares of par value of $0.0001 per share of the Issuer, including ordinary shares represented by American depositary shares, held by the reporting persons is provided as of December 31, 2015:  

 

Reporting Person   Amount
beneficially
owned:
  Percent of
class*:
    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:
Gobi II   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Gobi Ventures   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Wai Kit Lau   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Chuan Chung Wang   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Jiang Tao   0     0 %     0     0     0     0
Zhu Lin   0     0 %     0     0     0     0

  

 

 

* Calculation of percentage is based on the total number of ordinary shares beneficially owned by each Reporting Person above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

Gobi II, a limited partnership organized under the laws of Cayman Islands, is the record owner of 5,845,498 American depositary shares representing 17,536,494 Class A ordinary shares of the Issuer. The general partner of Gobi II is Gobi Ventures, which is also a limited partner of Gobi II. Each of Wai Kit Lau and Chuan Chung Wang beneficially owns 50% and 50% of Gobi Ventures, respectively. Jiang Tao and Zhu Lin have ceased to the beneficial owners of Gobi Ventures and do not hold any beneficial interest in Gobi II. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, because of their relationship to Gobi II, each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang may be deemed to beneficially own the Class A ordinary shares of the Issuer that are held by Gobi II. Each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang hereby disclaims any beneficial ownership of the ordinary shares of the Issuer directly held by Gobi II, except to the extent of their respective pecuniary interest therein.

 

 

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