UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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, 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:
[ ] Rule 13d–1(b)[ ] 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.
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).
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CUSIP No. G47048 106 |
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(1) Names of reporting persons Sumitomo Corporation Equity Asia Limited |
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(2) Check the appropriate box if a member of a group ☐ (a) ☒ (b) (see instructions) |
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(3) SEC use only |
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(4) Citizenship or place of organization Hong Kong, China |
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Number of shares beneficially owned by each reporting person with: |
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(5) Sole voting power 1,774,887.5 |
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(6) Shared voting power 0 |
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(7) Sole dispositive power 1,774,887.5 |
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(9) Aggregate amount beneficially owned by each reporting person 1,774,887.5 |
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) |
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(11) Percent of class represented by amount in Row (9) 6.21% |
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(12) Type of reporting person (see instructions) CO |
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SCHEDULE 13G/APage 2 of 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, China
2(a) Name of person filing:
Sumitomo Corporation Equity Asia Limited
2(b) Address or principal business office or, if none, residence:
Unit C3, 23/F, United Centre, 95 Queensway, Hong Kong, China
2(c) Citizenship:
Hong Kong, China
2(d) Title of class of securities:
Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.001 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. Each Class B Ordinary Share is entitled to twenty (20) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
2(e) CUSIP No.:
G47048 106
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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: |
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(a) [ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) [ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) [ ] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) [ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8); |
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(f) [ ] |
An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F); |
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(g) [ ] |
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G); |
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(h) [ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(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); |
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(j) [ ] |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
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(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: ________________________________ |
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Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,774,887.5
(b) Percent of class: 6.21%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,774,887.5
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,774,887.5
(iv) Shared power to dispose or to direct the disposition of 0
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Item 5. |
Ownership of 5 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 5 percent of the class of securities, check the following [ ]. |
Dissolution of a group requires a response to this item.
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person. |
Not Applicable
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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
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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 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 other than activities solely in connection with a nomination under §240.14a-11.
Signatures
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.
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Date: |
10th February 2020 |
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Signature: |
/s/ Daiju NAKAHASHI |
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Name: |
Daiju NAKAHASHI |
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Title: |
Director Sumitomo Corporation Equity Asia Limited |