Aurora Mobile Ltd — Major Shareholding Notification 2021

Feb 9, 2021

SC 13G/A 1 d122188dsc13ga.htm SCHEDULE 13G AMENDMENT NO 2 SCHEDULE 13G AMENDMENT NO 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Aurora Mobile Limited

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

051857 100**

(CUSIP Number)

December 31, 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 disclosures provided in a prior cover page.

** CUSIP number 051857 100 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “JG.” Three ADSs represent two Class A common shares of the issuer.

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 (“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	Name of Reporting Person Mandra iBase 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	Sole Voting Power 15,014,948
6	Shared Voting Power 0
7	Sole Dispositive Power 15,014,948
8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 15,014,948
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 19.2% (1)
12	Type of Reporting
Person CO

(1) The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 78,392,359 common shares (being the sum of 61,392,170 Class A common shares and 17,000,189 Class B common shares) of the Issuer (as defined below) outstanding as of December 31, 2020 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

2

1	Name of Reporting Person Beansprouts Ltd.
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	Sole Voting Power 15,021,014
6	Shared Voting Power 0
7	Sole Dispositive Power 15,021,014
8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 15,021,014
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 19.2% (2)
12	Type of Reporting
Person CO

(2) The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 78,392,359 common shares (being the sum of 61,392,170 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

3

1	Name of Reporting Person Bing How Mui
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization China, Hong Kong Special Administrative
Region

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 15,021,014
7	Sole Dispositive Power 0
8	Shared Dispositive Power 15,021,014

9	Aggregate Amount Beneficially Owned by Each Reporting Person 15,021,014
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 19.2% (3)
12	Type of Reporting
Person IN

(3) The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 78,392,359 common shares (being the sum of 61,392,170 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

4

1	Name of Reporting Person Song Yi Zhang
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization China, Hong Kong Special Administrative
Region

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 515,784
6	Shared Voting Power 15,021,014
7	Sole Dispositive Power 515,784
8	Shared Dispositive Power 15,021,014

9	Aggregate Amount Beneficially Owned by Each Reporting Person 15,536,798
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class
Represented by Amount in Row 9 19.8% (4)
12	Type of Reporting
Person IN

(4) The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 78,392,359 common shares (being the sum of 61,392,170 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

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Item 1(a).	Name of Issuer:
	Aurora Mobile Limited (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	3/F, Building No. 7, Zhiheng Industrial Park, Nantou Guankou Road 2, Nanshan District, Shenzhen, Guangdong, 518052,
People’s Republic of China
Item 2(a).	Name of Person Filing:
	(i) Mandra iBase Limited; (ii) Beansprouts Ltd.; (iii) Bing How Mui; and (iv) Song Yi Zhang (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	For Mandra iBase Limited 3rd Floor, J&C
Building, P.O. Box 933, Road Town, Tortola, British Virgin
Islands, VG1110. For Beansprouts Ltd. 3rd Floor, J&C Building, P.O. Box 933, Road Town,
Tortola, British Virgin Islands, VG1110. For Bing How Mui and Song Yi Zhang Flat 8A, Magazine Court, 5-7 Magazine Gap Road, Hong Kong.
Item 2(c).	Citizenship:
	Mandra iBase Limited - British Virgin Islands Beansprouts Ltd. - British Virgin Islands Bing How Mui - China,
Hong Kong Special Administrative Region Song Yi Zhang - China, Hong Kong Special Administrative Region
Item 2(d).	Title of Class of Securities:
	Common shares, $0.0001 par value per share, of the Issuer. The Issuer’s common shares consist of Class A common shares and Class B common shares. Holders of Class A common shares and Class B
common shares have the same rights except for voting and conversion rights. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters
submitted to them for vote. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis.
Class A common shares are not convertible into Class B common shares under any circumstances.
Item 2(e).	CUSIP Number:
	051857 100 This CUSIP number applies to the American depositary shares of the Issuer. Three American depositary shares represent two Class A common shares of the
Issuer.
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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ITEM 4. Ownership

Reporting Person — Mandra iBase Limited	15,014,948	19.2 %	15,014,948	0	15,014,948	0
Beansprouts Ltd.	15,021,014	19.2 %	15,021,014	0	15,021,014	0
Bing How Mui	15,021,014	19.2 %	0	15,021,014	0	15,021,014
Song Yi Zhang	15,536,798	19.8 %	515,784	15,021,014	515,784	15,021,014

As of December 31, 2020, 14,306,280 Class A common shares and 425,310 ADSs, representing 283,540 Class A common shares were directly held by Mandra iBase Limited, a British Virgin Islands company. In addition, as of December 31, 2020, 425,128 Class A common shares were issuable to Mandra iBase Limited upon the conversion of the three-year convertible note in the principal amount of US$5.0 million issued by the Issuer to Mandra iBase Limited in April 2018, at an assumed initial conversion price of US$11.7612 per common share. Mandra iBase Limited is wholly owned by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Bing How Mui and Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by Mandra iBase Limited.

As of December 31, 2020, 9,100 ADSs, representing 6,066 Class A common shares were directly held by Mandra Mirabilite Limited, a British Virgin Islands company, which is wholly owned by Woo Foong Hong Limited, another British Virgin Islands company. Woo Foong Hong Limited is controlled by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Bing How Mui and Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by Mandra Mirabilite Limited.

As of December 31, 2020, 773,676 ADSs, representing 515,784 Class A common shares were directly held by iBase Ltd., a British Virgin Islands company, which is wholly owned by Song Yi Zhang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by iBase Ltd.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 78,392,359 common shares (being the sum of 61,392,170 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

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 Controlling 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

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LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

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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 9, 2021

MANDRA IBASE LIMITED
By:	/s/ Song Yi Zhang
Name:	Song Yi Zhang
Title:	Director

BEANSPROUTS LTD.
By:	/s/ Song Yi Zhang
Name:	Song Yi Zhang
Title:	Director

BING HOW MUI
/s/ Bing How Mui

SONG YI ZHANG
/s/ Song Yi Zhang

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