UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
March 5, 2020
(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).
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CUSIP No: G47048 106 |
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1 |
NAME OF REPORTING PERSON
Chan Tung Ngai |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
2,564,103 |
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6 |
SHARED VOTING POWER
-0- |
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7 |
SOLE DISPOSITIVE POWER
2,564,103 |
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8 |
SHARED DISPOSITIVE POWER
-0- |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,103 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0% |
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12 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No: G47048 106 |
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1 |
NAME OF REPORTING PERSON
Marine Central Limited |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
2,564,103 |
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6 |
SHARED VOTING POWER
-0- |
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7 |
SOLE DISPOSITIVE POWER
2,564,103 |
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8 |
SHARED DISPOSITIVE POWER
-0- |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,103 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0% |
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12 |
TYPE OF REPORTING PERSON
CO |
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iClick Interactive Asia Group Limited
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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.
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Item 2(a). |
Name of Person Filing: |
Chan Tung Ngai
Marine Central Limited
(collectively, “Reporting Persons”)
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Item 2(b). |
Address of Principal Business Office, or, if None, Residence: |
The address of the Reporting Persons is Room 1314A, 13/F, Lippo Sun Plaza, 28 Canton Road, TST, Hong Kong S.A.R.
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Item 2(c). |
Citizenship: |
Chan Tung Ngai — Hong Kong
Marine Central Limited — British Virgin Islands
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Item 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.
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Item 2(e) |
CUSIP Number: |
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 persons filing is a: |
Not applicable
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Reporting Person: |
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Amount Beneficially Owned: |
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Percent of Class:(1) |
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Sole Power to Vote or to Direct the Vote: |
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Shared Power to Vote or to Direct the Vote: |
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Sole Power to Dispose or to Direct the Disposition of: |
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Shared Power to Dispose or to Direct the Disposition of: |
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Chan Tung Ngai |
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2,564,103(2) |
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7.0 |
% |
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2,564,103(2) |
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0 |
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2,564,103(2) |
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0 |
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Marine Central Limited |
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2,564,103(3) |
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7.0 |
% |
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2,564,103(3) |
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0 |
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2,564,103(3) |
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0 |
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(1) |
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 36,719,179 ordinary shares, comprised of 31,898,571 Class A Ordinary Shares and 4,820,608 Class B Ordinary Shares, outstanding as of February 24, 2020, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares). |
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(2) |
Represents 2,564,103 Class A ordinary shares directly held by Marine Central Limited, a company incorporated in the British Virgin Islands. Mr. Chan Tung Ngai is the majority shareholder and the sole director of Marine Central Limited. He possesses power to direct the voting and disposition of the shares beneficially owned by Marine Central Limited. |
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(3) |
Represents 2,564,103 Class A ordinary shares directly held by Marine Central Limited. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable
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Item 6. |
Ownership of More than Five 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
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable
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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 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, other than activities solely in connection with a nomination under § 240.14a-11.
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: March 5, 2020
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Chan Tung Ngai |
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/s/ Chan Tung Ngai |
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Marine Central Limited |
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By: |
/s/ Chan Tung Ngai |
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Name: |
Chan Tung Ngai |
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Title: |
Director |
Exhibit 99.1 — Joint Filing Agreement
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 March 5, 2020.
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Chan Tung Ngai
/s/ Chan Tung Ngai |
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Marine Central Limited |
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By: |
/s/ Chan Tung Ngai |
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Name: |
Chan Tung Ngai |
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Title: |
Director |