UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
iClick Interactive Asia Group Limited
(Name of Issuer)
Class A ordinary shares, par value of $0.001 per share
(Title of Class of Securities)
G47048 106
(CUSIP Number)
December 31, 2017
(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)
☐ Rule 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. |
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).
| 1 | Names of Reporting Persons
Jiping Liu | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 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
343,750 ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
2,011,997 ordinary shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
343,750 ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
2,011,997 ordinary shares. See Item 4. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,355,747 ordinary shares. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.0%. See Item 4. | |||||
| 12 | Type of Reporting Person
IN | |||||
2
| 1 | Names of Reporting Persons
Maestro Investment Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 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
0 | ||||
| 6 | Shared Voting Power
2,011,997 ordinary shares. See Item 4. | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
2,011,997 ordinary shares. See Item 4. | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,011,997 ordinary shares. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
7.7%. See Item 4. | |||||
| 12 | Type of Reporting Person
CO | |||||
3
| Item 1(a). | Name of Issuer: |
iClick Interactive Asia Group Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
15/F, Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong S.A.R.
| Item 2(a). | Name of Person Filing: |
Jiping Liu
Maestro Investment Holdings Limited
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Jiping Liu
ABM Chambers, Columbus Centre
Road Town, Tortola
British Virgin Islands
Maestro Investment Holdings Limited
ABM Chambers, Columbus Centre
Road Town, Tortola
British Virgin Islands
| Item 2(c). | Citizenship: |
Maestro Investment Holdings Limited — British Virgin Islands
Jiping Liu — People’s Republic of China
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”)
| Item 2(e) | CUSIP No.: |
G47048 106
| 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
4
| Item 4 | Ownership |
The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2017:
| Reporting Person: |
Amount Beneficially Owned: |
Percent of Class:(1) |
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: |
||||||||||||||||||
| Jiping Liu |
2,355,747 | (2) | 9.0 | % | 343,750 | (2) | 2,011,997 | (2) | 343,750 | (2) | 2,011,997 | (2) | ||||||||||||
| Maestro Investment Holdings Limited |
2,011,997 | (3) | 7.7 | % | 0 | 2,011,997 | (3) | 0 | 2,011,997 | (3) | ||||||||||||||
| (1) | The percentage of the class of securities beneficially owned by each reporting person is based on 26,059,433 outstanding ordinary shares (being the sum of 21,238,825 Class A Ordinary Shares and 4,820,608 Class B ordinary shares outstanding as of December 31, 2017, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares). |
| (2) | Includes (i) 2,011,997 Class A Ordinary Shares held by Maestro Investment Holdings Limited; and (ii) 687,500 American depositary shares, representing 343,750 Class A Ordinary Shares held by Mr. Jiping Liu. Mr. Jiping Liu is the sole director of Maestro Investment Holdings Limited. |
| (3) | 2,011,997 Class A Ordinary Shares held by Maestro Investment Holdings Limited. |
| 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
5
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 13, 2018
| Jiping Liu | /s/ Jiping Liu | |||||
| Maestro Investment Holdings Limited | By: | /s/ Jiping Liu | ||||
| Name: | Jiping Liu | |||||
| Title: | Director | |||||
6
LIST OF EXHIBITS
Exhibit 99.1 — Joint Filing Agreement
7
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 $0.001 per share, of iClick Interactive Asia Group Limited, 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 13, 2018.
| Jiping Liu | /s/ Jiping Liu | |||||
| Maestro Investment Holdings Limited | By: | /s/ Jiping Liu | ||||
| Name: | Jiping Liu | |||||
| Title: | Director | |||||