UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Futu Holdings Limited
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.00001 per share
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(Title of Class of Securities)
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36118L106**
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*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.
**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the American Depositary Shares (“ADSs”) of Futu Holdings Limited (“Issuer”), which are quoted on the Nasdaq Global Market under the
symbol “FUTU.” Each ADS represents eight Class A Ordinary Shares.
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. 36118L106
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1
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NAMES OF REPORTING PERSONS
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Qiantang River Investment Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐ (Joint filers)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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169,643,000 shares1
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6
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SHARED VOTING POWER
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0 shares
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7
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SOLE DISPOSITIVE POWER
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169,643,000 shares2
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8
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SHARED DISPOSITIVE POWER
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0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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169,643,000 shares3
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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34.4% (on an as-converted basis)4
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1 Represents 140,802,051 Class B Ordinary Shares and 28,840,949 Class A Ordinary Shares held of record by Qiantang River Investment Limited. Each Class B Ordinary Share is entitled to twenty votes and freely convertible into a Class A
Ordinary Share at the direction of the holder.
2 See footnote 1.
3 See footnote 1.
4 See Item 4.
Page 2 of 11
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CUSIP No. 36118L106
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1
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NAMES OF REPORTING PERSONS
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Image Frame Investment (HK) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐ (Joint filers)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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71,024,142 Class A Ordinary Shares
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6
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SHARED VOTING POWER
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0 shares
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7
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SOLE DISPOSITIVE POWER
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71,024,142 Class A Ordinary Shares
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8
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SHARED DISPOSITIVE POWER
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0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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71,024,142 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.1%5
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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5 See Item 4.
Page 3 of 11
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CUSIP No. 36118L106
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1
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NAMES OF REPORTING PERSONS
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TPP Follow-on I Holding A Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐ (Joint filers)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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28,205,205 Class A Ordinary Shares
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6
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SHARED VOTING POWER
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0 shares
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7
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SOLE DISPOSITIVE POWER
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28,205,205 Class A Ordinary Shares
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8
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SHARED DISPOSITIVE POWER
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0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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28,205,205 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.0%6
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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6 See Item 4.
Page 4 of 11
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CUSIP No. 36118L106
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1
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NAMES OF REPORTING PERSONS
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TPP Opportunity I Holding A Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐ (Joint filers)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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29,615,465 Class A Ordinary Shares
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SHARED VOTING POWER
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0 shares
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SOLE DISPOSITIVE POWER
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29,615,465 Class A Ordinary Shares
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8
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SHARED DISPOSITIVE POWER
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0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,615,465 Class A Ordinary Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.4%7
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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7 See Item 4.
Page 5 of 11
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CUSIP No. 36118L106
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1
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NAMES OF REPORTING PERSONS
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Tencent Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐ (Joint filers)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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303,821,148 shares8
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6
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SHARED VOTING POWER
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0 shares
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7
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SOLE DISPOSITIVE POWER
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303,821,148 shares9
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8
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SHARED DISPOSITIVE POWER
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0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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303,821,148 shares10
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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61.6% (on an as-converted basis)11
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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8 Represents (i) 140,802,051 Class B Ordinary Shares and 28,840,949 Class A Ordinary Shares held of record by Qiantang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (ii) 71,024,142 Class A Ordinary
Shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (iii) 28,205,205 Class A Ordinary Shares held of record by TPP Follow-on I Holding A Limited, an
entity controlled by Tencent Holdings Limited; (iv) 29,615,465 Class A Ordinary Shares held of record by TPP Opportunity I Holding A Limited, an entity controlled by Tencent Holdings Limited; and (v) 5,333,336 Class A Ordinary Shares represented by
666,667 ADSs held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings Limited. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to twenty votes and freely convertible
into a Class A Ordinary Share at the direction of the holder.
9 See footnote 8.
10 See footnote 8.
11 See Item 4.
Page 6 of 11
Item 1.
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(a)
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Name of Issuer
Futu Holdings Limited
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(b)
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Address of Issuer’s Principal Executive Offices
11/F, Bangkok Bank Building
No. 18 Bonham Strand W, Sheung Wan
Hong Kong S.A.R., People’s Republic of China
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Item 2.
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(a)
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Name of Person Filing
Qiantang River Investment Limited
Image Frame Investment (HK) Limited
TPP Follow-on I Holding A Limited
TPP Opportunity I Holding A Limited
Tencent Holdings Limited
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(b)
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Address of Principal Business Office or, if none, Residence
For each of Qiantang River Investment Limited, Image Frame Investment (HK) Limited and Tencent Holdings Limited:
29/F., Three Pacific Place
No. 1, Queen’s Road East
Wanchai, Hong Kong
For each of TPP Follow-on I Holding A Limited and TPP Opportunity I Holding A Limited:
Maples Corporate Services Limited
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
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(c)
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Citizenship:
Qiantang River Investment Limited
Citizenship: British Virgin Islands
Image Frame Investment (HK) Limited
Citizenship: Hong Kong
TPP Follow-on I Holding A Limited
Citizenship: Cayman Islands
TPP Opportunity I Holding A Limited
Citizenship: Cayman Islands
Tencent Holdings Limited
Citizenship: Cayman Islands
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(d)
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Title of Class of Securities
Class A Ordinary Shares, par value $0.00001 per share
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(e)
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CUSIP Number
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “FUTU.” Each ADS represents eight Class A
Ordinary Shares.
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Item 3.
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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)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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)
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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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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Page 7 of 11
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
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(b)
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Percent of class:
The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Qiantang River Investment Limited, 34.4%, is the sum of (i) 352,795,709 Class A
Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public
offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019; and (ii) 140,802,051 Class B Ordinary Shares held of record by Qiantang River Investment Limited, which can be converted into an equal number of Class A
Ordinary Shares at the direction of Qiantang River Investment Limited.
The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Image Frame Investment (HK) Limited, 20.1%, is the 352,795,709 Class A Ordinary
Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set
forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019.
The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by TPP Follow-on I Holding A Limited, 8.0%, is the 352,795,709 Class A Ordinary
Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set
forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019.
The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by TPP Opportunity I Holding A Limited, 8.4%, is the 352,795,709 Class A Ordinary
Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set
forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019.
The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Tencent Holdings Limited, 61.6%, is the sum of (i) 352,795,709 Class A Ordinary
Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set
forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019; and (ii) 140,802,051 Class B Ordinary Shares held of record by Qiantang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited, which can be
converted into an equal number of Class A Ordinary Shares at the direction of Qiantang River Investment Limited.
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(c)
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Number of shares as to which the person has:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
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(i)
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Sole power to vote or to direct the vote:
See Row 5 of the cover page of each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote:
See Row 6 of the cover page of each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page of each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page of each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 five percent of the class of securities, check the following. ☐
Page 8 of 11
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Tencent Mobility Limited beneficially owns 5,333,336 Class A Ordinary Shares represented by 666,667 ADSs and is a wholly-owned subsidiary of Tencent Holdings Limited.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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Not applicable.
Material Filed as Exhibits
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Exhibit A
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Joint Filing Agreement among Qiantang River Investment Limited, Image Frame Investment (HK) Limited, TPP Follow-on I Holding A Limited, TPP Opportunity I Holding A Limited and Tencent Holdings Limited.
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Page 9 of 11
Signatures
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: February 10, 2020
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QIANTANG RIVER INVESTMENT LIMITED
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By:
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/s/ Ma Huateng
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Name:
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Ma Huateng
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Title:
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Director
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IMAGE FRAME INVESTMENT (HK) LIMITED
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By:
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/s/ Ma Huateng
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Name:
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Ma Huateng
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Title:
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Director
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TPP FOLLOW-ON I HOLDING A LIMITED
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||||
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By:
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/s/ Li Zhaohui
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Name:
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Li Zhaohui
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Title:
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Director
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TPP OPPORTUNITY I HOLDING A LIMITED
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By:
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/s/ Li Zhaohui
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Name:
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Li Zhaohui
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Title:
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Director
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TENCENT HOLDINGS LIMITED
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By:
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/s/ Ma Huateng
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Name:
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Ma Huateng
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Title:
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Director
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Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
Page 10 of 11
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
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Date: February 10, 2020
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QIANTANG RIVER INVESTMENT LIMITED
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||||
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By:
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/s/ Ma Huateng
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|||
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Name:
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Ma Huateng
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|||
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Title:
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Director
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|||
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IMAGE FRAME INVESTMENT (HK) LIMITED
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||||
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By:
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/s/ Ma Huateng
|
|||
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Name:
|
Ma Huateng
|
|||
|
Title:
|
Director
|
|||
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TPP FOLLOW-ON I HOLDING A LIMITED
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||||
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By:
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/s/ Li Zhaohui
|
|||
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Name:
|
Li Zhaohui
|
|||
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Title:
|
Director
|
|||
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TPP OPPORTUNITY I HOLDING A LIMITED
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||||
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By:
|
/s/ Li Zhaohui
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|||
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Name:
|
Li Zhaohui
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|||
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Title:
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Director
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|||
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TENCENT HOLDINGS LIMITED
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||||
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By:
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/s/ Ma Huateng
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|||
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Name:
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Ma Huateng
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|||
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Title:
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Director
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Page 11 of 11