Autohome Inc.
One of China's largest online car marketplaces, Autohome lets shoppers browse new and used cars, read reviews and forums, compare prices, and even arrange financing and insurance through its website and apps. It was co-founded in 2005 by Li Xiang, the same entrepreneur who later launched the electric-car maker Li Auto. Fun fact: Autohome was originally incorporated under a different name, Sequel Limited, before rebranding in 2011.
American Depositary Shares (ADS), each representing four class A ordinary shares
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 4 is hereby amended to add the following: Pursuant to a share sale and purchase agreement dated as of February 20, 2025 (the "Share Purchase Agreement") by and between Yun Chen and CARTECH HOLDING COMPANY (the "Cartech Holding"), Yun Chen agreed to sell to Cartech Holding 200,884,012 Ordinary Shares for an aggregate purchase price of approximately RMB13.1 billion (the "Transaction") The closing of the Transaction occurred on August 27, 2025. Immediately after the closing of the Transaction, Yun Chen beneficially owned 23,916,500 Ordinary Shares of the Issuer (the "Remaining Shares"). As of the date of the Share Purchase Agreement, the share charge disclosed in the Schedule 13D had been released. With respect to the Remaining Shares, on February 20, 2025, Cartech Holding and Yun Chen entered into a put and call option agreement (the "Put and Call Option Agreement") pursuant to which the parties agreed, among other matters, that subject to the terms of the Put and Call Option Agreement: (a) Yun Chen would not, and would cause its affiliates not to, prior to and on the third anniversary of the date of the Put and Call Option Agreement, Transfer (as defined in the Put and Option Agreement) any Remaining Shares to any third party other than Cartech Holding and/or any party designated by Cartech Holding; (b) During the period from the date immediately following the third anniversary of the date of the Put and Call Option Agreement to the fourth anniversary thereof (the "Option Exercise Period"), Yun Chen shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice to Cartech Holding on each occasion, to sell to Cartech Holding and/or any party designated by Cartech Holding all or portion of Remaining Shares at a price per Ordinary Share equal to US$35.00 per ADS, subject to such other terms and conditions as Cartech Holding and Yun Chen may agree; (c) If, during the Option Exercise Period, Yun Chen proposes to Transfer all or part of the Remaining Shares to a non-affiliated third party other than Cartech Holding and/or its affiliate, Cartech Holding shall have a right of first refusal to purchase all but not part of the Remaining Shares subject to Transfer in accordance with the terms and conditions set forth in the Put and Call Option Agreement. In the event that Cartech Holding exercises its right of first refusal, if the price offered by the proposed transferee is higher than the price per Ordinary Share equivalent to US$39.00 per ADS, the Remaining Shares subject to Transfer shall be sold to Cartech Holding and/or its designee at the price per Ordinary Share equivalent to US$39.00 per ADS. In the event that Cartech Holding waives or is deemed to have waived its right of first refusal under the Put and Call Option Agreement, Yun Chen shall then be entitled to Transfer the Remaining Shares subject to Transfer to the proposed transferee at a price not lower and on terms no more favorable to the proposed transferee than those presented to Cartech Holding in the Transfer Notice (as defined in the Put and Option Agreement); (d) During the Option Exercise Period, Cartech Holding shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice (the "Call Option Notice") to Yun Chen on each occasion, to purchase from Yun Chen (such purchase, the "Call Purchase") all or portion of the Remaining Shares at such price per Ordinary Share equal to: (i) US$39.00 per ADS, if the ADS's closing price at The New York Stock Exchange as of the last trading day immediately preceding the date of the Call Option Noice (the "Market Price") is US$39.00 per ADS or more; (ii) the Market Price, if the Market Price is more than US$35.00 per ADS but less than US$39.00 per ADS; or (iii) US$35.00 per ADS, if the Market Price is US$35.00 per ADS or less. (e) For so long as Yun Chen and/or its affiliate beneficially owns any Remaining Shares, in the event that Cartech Holding or the board of the Issuer proposes any corporate transactions concerning the Issuer in relation to the share capital of the Issuer and/or the interests therefrom, the scope of which shall be subject to the agreement between the Cartech Holding and Yun Chen from time to time (the "Corporate Transactions"), Yun Chen shall, and shall procure its affiliates to, use its reasonable best efforts to, cooperate with Cartech Holding and/or the Issuer at the request of Cartech Holding and sign, execute and deliver all such document necessary and desirable to give effect to and consummate such Corporate Transactions. Upon the initiation of a Corporate Transaction prior to the third anniversary of the date of the Put and Call Option Agreement and as Cartech Holding deems desirable, Cartech Holding shall be entitled to the Call Purchase in accordance with the terms and conditions set forth in the Put and Call Operation Agreement. The foregoing descriptions of the Share Purchase Agreement and the Put and Call Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Share Purchase Agreement and Put and Call Option Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, hereto and which are incorporated herein by reference.
Item 4 is hereby amended to add the following: Pursuant to a share sale and purchase agreement dated as of February 20, 2025 (the "Share Purchase Agreement") by and between Yun Chen and CARTECH HOLDING COMPANY (the "Cartech Holding"), Yun Chen agreed to sell to Cartech Holding 200,884,012 Ordinary Shares for an aggregate purchase price of approximately RMB13.1 billion (the "Transaction") The closing of the Transaction occurred on August 27, 2025. Immediately after the closing of the Transaction, Yun Chen beneficially owned 23,916,500 Ordinary Shares of the Issuer (the "Remaining Shares"). As of the date of the Share Purchase Agreement, the share charge disclosed in the Schedule 13D had been released. With respect to the Remaining Shares, on February 20, 2025, Cartech Holding and Yun Chen entered into a put and call option agreement (the "Put and Call Option Agreement") pursuant to which the parties agreed, among other matters, that subject to the terms of the Put and Call Option Agreement: (a) Yun Chen would not, and would cause its affiliates not to, prior to and on the third anniversary of the date of the Put and Call Option Agreement, Transfer (as defined in the Put and Option Agreement) any Remaining Shares to any third party other than Cartech Holding and/or any party designated by Cartech Holding; (b) During the period from the date immediately following the third anniversary of the date of the Put and Call Option Agreement to the fourth anniversary thereof (the "Option Exercise Period"), Yun Chen shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice to Cartech Holding on each occasion, to sell to Cartech Holding and/or any party designated by Cartech Holding all or portion of Remaining Shares at a price per Ordinary Share equal to US$35.00 per ADS, subject to such other terms and conditions as Cartech Holding and Yun Chen may agree; (c) If, during the Option Exercise Period, Yun Chen proposes to Transfer all or part of the Remaining Shares to a non-affiliated third party other than Cartech Holding and/or its affiliate, Cartech Holding shall have a right of first refusal to purchase all but not part of the Remaining Shares subject to Transfer in accordance with the terms and conditions set forth in the Put and Call Option Agreement. In the event that Cartech Holding exercises its right of first refusal, if the price offered by the proposed transferee is higher than the price per Ordinary Share equivalent to US$39.00 per ADS, the Remaining Shares subject to Transfer shall be sold to Cartech Holding and/or its designee at the price per Ordinary Share equivalent to US$39.00 per ADS. In the event that Cartech Holding waives or is deemed to have waived its right of first refusal under the Put and Call Option Agreement, Yun Chen shall then be entitled to Transfer the Remaining Shares subject to Transfer to the proposed transferee at a price not lower and on terms no more favorable to the proposed transferee than those presented to Cartech Holding in the Transfer Notice (as defined in the Put and Option Agreement); (d) During the Option Exercise Period, Cartech Holding shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice (the "Call Option Notice") to Yun Chen on each occasion, to purchase from Yun Chen (such purchase, the "Call Purchase") all or portion of the Remaining Shares at such price per Ordinary Share equal to: (i) US$39.00 per ADS, if the ADS's closing price at The New York Stock Exchange as of the last trading day immediately preceding the date of the Call Option Noice (the "Market Price") is US$39.00 per ADS or more; (ii) the Market Price, if the Market Price is more than US$35.00 per ADS but less than US$39.00 per ADS; or (iii) US$35.00 per ADS, if the Market Price is US$35.00 per ADS or less. (e) For so long as Yun Chen and/or its affiliate beneficially owns any Remaining Shares, in the event that Cartech Holding or the board of the Issuer proposes any corporate transactions concerning the Issuer in relation to the share capital of the Issuer and/or the interests therefrom, the scope of which shall be subject to the agreement between the Cartech Holding and Yun Chen from time to time (the "Corporate Transactions"), Yun Chen shall, and shall procure its affiliates to, use its reasonable best efforts to, cooperate with Cartech Holding and/or the Issuer at the request of Cartech Holding and sign, execute and deliver all such document necessary and desirable to give effect to and consummate such Corporate Transactions. Upon the initiation of a Corporate Transaction prior to the third anniversary of the date of the Put and Call Option Agreement and as Cartech Holding deems desirable, Cartech Holding shall be entitled to the Call Purchase in accordance with the terms and conditions set forth in the Put and Call Operation Agreement. The foregoing descriptions of the Share Purchase Agreement and the Put and Call Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Share Purchase Agreement and Put and Call Option Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, hereto and which are incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Invesco Ltd. | 13G/APassive | 3.6% | 16.85M | May 6, 2026 |
| CARTECH HOLDING COMPANY | 13DActivist | 43% | 200.88M | Aug 29, 2025 |
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||||
| CARTECH INVESTMENT MANAGEMENT COMPANY | 13DActivist | 43% | 200.88M | Aug 29, 2025 |
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||||
| Qingdao Cartech Ecological Technology Co., Ltd. | 13DActivist | 43% | 200.88M | Aug 29, 2025 |
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||||
| Haier COSMOPlat Ecological Technology Co., Ltd. | 13DActivist | 43% | 200.88M | Aug 29, 2025 |
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||||
| Haier Group Corporation | 13DActivist | 43% | 200.88M | Aug 29, 2025 |
The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired beneficial ownership of the Transferred Shares as described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. As announced by the Issuer on February 20, 2025, Mr. Tao Wu resigned from his position as an executive director and the chief executive officer of the Issuer, effective immediately. Concurrent with the resignation of Mr. Tao Wu, Mr. Song Yang was appointed as an executive director and the chief executive officer of the Issuer, effective immediately. Upon the closing of the Transaction, Ms. Keke Ding and Dr. Fan Lu, the directors who had been nominated by Yun Chen Capital, and Mr. Song Yang resigned from the board of directors of the Issuer (the "Board") and the Issuer appointed five (5) directors nominated by Cartech Holding, namely Mr. Chi Liu, Mr. Shenglei Zhou, Mr. Xing Fang, Mr. Haishan Liang and Ms. Cuimei Zhang, to its Board (the "Cartech Directors"). Mr. Chi Liu also replaced Mr. Song Yang as the chief executive officer of Issuer. As of the date hereof, the Board of the Issuer consists of nine (9) directors. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications (including, without limitation, through the Cartech Directors) with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the Board of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Transferred Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may, subject to the terms of the Put and Call Option Agreement (as defined and described elsewhere in this Schedule 13D), make additional purchases of ordinary shares of the Issuer (or other securities convertible or exercisable into ordinary shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Transferred Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||||
| Yun Chen Capital Cayman | 13D/AActivist | 5.1% | 23.92M | Aug 29, 2025 |
Item 4 is hereby amended to add the following: Pursuant to a share sale and purchase agreement dated as of February 20, 2025 (the "Share Purchase Agreement") by and between Yun Chen and CARTECH HOLDING COMPANY (the "Cartech Holding"), Yun Chen agreed to sell to Cartech Holding 200,884,012 Ordinary Shares for an aggregate purchase price of approximately RMB13.1 billion (the "Transaction") The closing of the Transaction occurred on August 27, 2025. Immediately after the closing of the Transaction, Yun Chen beneficially owned 23,916,500 Ordinary Shares of the Issuer (the "Remaining Shares"). As of the date of the Share Purchase Agreement, the share charge disclosed in the Schedule 13D had been released. With respect to the Remaining Shares, on February 20, 2025, Cartech Holding and Yun Chen entered into a put and call option agreement (the "Put and Call Option Agreement") pursuant to which the parties agreed, among other matters, that subject to the terms of the Put and Call Option Agreement: (a) Yun Chen would not, and would cause its affiliates not to, prior to and on the third anniversary of the date of the Put and Call Option Agreement, Transfer (as defined in the Put and Option Agreement) any Remaining Shares to any third party other than Cartech Holding and/or any party designated by Cartech Holding; (b) During the period from the date immediately following the third anniversary of the date of the Put and Call Option Agreement to the fourth anniversary thereof (the "Option Exercise Period"), Yun Chen shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice to Cartech Holding on each occasion, to sell to Cartech Holding and/or any party designated by Cartech Holding all or portion of Remaining Shares at a price per Ordinary Share equal to US$35.00 per ADS, subject to such other terms and conditions as Cartech Holding and Yun Chen may agree; (c) If, during the Option Exercise Period, Yun Chen proposes to Transfer all or part of the Remaining Shares to a non-affiliated third party other than Cartech Holding and/or its affiliate, Cartech Holding shall have a right of first refusal to purchase all but not part of the Remaining Shares subject to Transfer in accordance with the terms and conditions set forth in the Put and Call Option Agreement. In the event that Cartech Holding exercises its right of first refusal, if the price offered by the proposed transferee is higher than the price per Ordinary Share equivalent to US$39.00 per ADS, the Remaining Shares subject to Transfer shall be sold to Cartech Holding and/or its designee at the price per Ordinary Share equivalent to US$39.00 per ADS. In the event that Cartech Holding waives or is deemed to have waived its right of first refusal under the Put and Call Option Agreement, Yun Chen shall then be entitled to Transfer the Remaining Shares subject to Transfer to the proposed transferee at a price not lower and on terms no more favorable to the proposed transferee than those presented to Cartech Holding in the Transfer Notice (as defined in the Put and Option Agreement); (d) During the Option Exercise Period, Cartech Holding shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice (the "Call Option Notice") to Yun Chen on each occasion, to purchase from Yun Chen (such purchase, the "Call Purchase") all or portion of the Remaining Shares at such price per Ordinary Share equal to: (i) US$39.00 per ADS, if the ADS's closing price at The New York Stock Exchange as of the last trading day immediately preceding the date of the Call Option Noice (the "Market Price") is US$39.00 per ADS or more; (ii) the Market Price, if the Market Price is more than US$35.00 per ADS but less than US$39.00 per ADS; or (iii) US$35.00 per ADS, if the Market Price is US$35.00 per ADS or less. (e) For so long as Yun Chen and/or its affiliate beneficially owns any Remaining Shares, in the event that Cartech Holding or the board of the Issuer proposes any corporate transactions concerning the Issuer in relation to the share capital of the Issuer and/or the interests therefrom, the scope of which shall be subject to the agreement between the Cartech Holding and Yun Chen from time to time (the "Corporate Transactions"), Yun Chen shall, and shall procure its affiliates to, use its reasonable best efforts to, cooperate with Cartech Holding and/or the Issuer at the request of Cartech Holding and sign, execute and deliver all such document necessary and desirable to give effect to and consummate such Corporate Transactions. Upon the initiation of a Corporate Transaction prior to the third anniversary of the date of the Put and Call Option Agreement and as Cartech Holding deems desirable, Cartech Holding shall be entitled to the Call Purchase in accordance with the terms and conditions set forth in the Put and Call Operation Agreement. The foregoing descriptions of the Share Purchase Agreement and the Put and Call Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Share Purchase Agreement and Put and Call Option Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, hereto and which are incorporated herein by reference. | ||||
| Ping An Insurance (Group) Company of China, Ltd. | 13D/AActivist | 5.1% | 23.92M | Aug 29, 2025 |
Item 4 is hereby amended to add the following: Pursuant to a share sale and purchase agreement dated as of February 20, 2025 (the "Share Purchase Agreement") by and between Yun Chen and CARTECH HOLDING COMPANY (the "Cartech Holding"), Yun Chen agreed to sell to Cartech Holding 200,884,012 Ordinary Shares for an aggregate purchase price of approximately RMB13.1 billion (the "Transaction") The closing of the Transaction occurred on August 27, 2025. Immediately after the closing of the Transaction, Yun Chen beneficially owned 23,916,500 Ordinary Shares of the Issuer (the "Remaining Shares"). As of the date of the Share Purchase Agreement, the share charge disclosed in the Schedule 13D had been released. With respect to the Remaining Shares, on February 20, 2025, Cartech Holding and Yun Chen entered into a put and call option agreement (the "Put and Call Option Agreement") pursuant to which the parties agreed, among other matters, that subject to the terms of the Put and Call Option Agreement: (a) Yun Chen would not, and would cause its affiliates not to, prior to and on the third anniversary of the date of the Put and Call Option Agreement, Transfer (as defined in the Put and Option Agreement) any Remaining Shares to any third party other than Cartech Holding and/or any party designated by Cartech Holding; (b) During the period from the date immediately following the third anniversary of the date of the Put and Call Option Agreement to the fourth anniversary thereof (the "Option Exercise Period"), Yun Chen shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice to Cartech Holding on each occasion, to sell to Cartech Holding and/or any party designated by Cartech Holding all or portion of Remaining Shares at a price per Ordinary Share equal to US$35.00 per ADS, subject to such other terms and conditions as Cartech Holding and Yun Chen may agree; (c) If, during the Option Exercise Period, Yun Chen proposes to Transfer all or part of the Remaining Shares to a non-affiliated third party other than Cartech Holding and/or its affiliate, Cartech Holding shall have a right of first refusal to purchase all but not part of the Remaining Shares subject to Transfer in accordance with the terms and conditions set forth in the Put and Call Option Agreement. In the event that Cartech Holding exercises its right of first refusal, if the price offered by the proposed transferee is higher than the price per Ordinary Share equivalent to US$39.00 per ADS, the Remaining Shares subject to Transfer shall be sold to Cartech Holding and/or its designee at the price per Ordinary Share equivalent to US$39.00 per ADS. In the event that Cartech Holding waives or is deemed to have waived its right of first refusal under the Put and Call Option Agreement, Yun Chen shall then be entitled to Transfer the Remaining Shares subject to Transfer to the proposed transferee at a price not lower and on terms no more favorable to the proposed transferee than those presented to Cartech Holding in the Transfer Notice (as defined in the Put and Option Agreement); (d) During the Option Exercise Period, Cartech Holding shall have the right, exercisable at its sole discretion on one or more occasions, by way of written notice (the "Call Option Notice") to Yun Chen on each occasion, to purchase from Yun Chen (such purchase, the "Call Purchase") all or portion of the Remaining Shares at such price per Ordinary Share equal to: (i) US$39.00 per ADS, if the ADS's closing price at The New York Stock Exchange as of the last trading day immediately preceding the date of the Call Option Noice (the "Market Price") is US$39.00 per ADS or more; (ii) the Market Price, if the Market Price is more than US$35.00 per ADS but less than US$39.00 per ADS; or (iii) US$35.00 per ADS, if the Market Price is US$35.00 per ADS or less. (e) For so long as Yun Chen and/or its affiliate beneficially owns any Remaining Shares, in the event that Cartech Holding or the board of the Issuer proposes any corporate transactions concerning the Issuer in relation to the share capital of the Issuer and/or the interests therefrom, the scope of which shall be subject to the agreement between the Cartech Holding and Yun Chen from time to time (the "Corporate Transactions"), Yun Chen shall, and shall procure its affiliates to, use its reasonable best efforts to, cooperate with Cartech Holding and/or the Issuer at the request of Cartech Holding and sign, execute and deliver all such document necessary and desirable to give effect to and consummate such Corporate Transactions. Upon the initiation of a Corporate Transaction prior to the third anniversary of the date of the Put and Call Option Agreement and as Cartech Holding deems desirable, Cartech Holding shall be entitled to the Call Purchase in accordance with the terms and conditions set forth in the Put and Call Operation Agreement. The foregoing descriptions of the Share Purchase Agreement and the Put and Call Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Share Purchase Agreement and Put and Call Option Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, hereto and which are incorporated herein by reference. | ||||
| FIL Limited | 13G/APassive | 9% | 42.74M | Aug 6, 2025 |
| Pandanus Partners, L.P. | 13G/APassive | 9% | 42.74M | Aug 6, 2025 |