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Section 1: SC 13G (TPG RE FINANCE TRUST, INC.)

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __) *

 

TPG RE FINANCE Trust, Inc.

___________________________________________________________________

(Name of Issuer)

 

Common Stock, par value $0.001 per share

___________________________________________________________________

(Title of Class of Securities)

 

87266M107

___________________________________________________________________

(CUSIP Number)

 

 

December 31, 2017

_____________________________________________________________________________

(Date of the Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[x ] Rule 13d-1(d)

 

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)

 

 
 

CUSIP No. 87266M107

 

 

1. Name of Reporting Persons.

 

                 China Investment Corporation_________________________

 

2. Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

________________________________________________________

 

3. SEC Use Only

________________________________________________________

 

4. Citizenship or Place of Organization

 

                People’s Republic of China                                                     

 

Number of

Shares

Beneficially Owned

by Each

Reporting Person

5. Sole Voting Power

0                                                                                                       


6. Shared Voting Power

9,387,866                                                                                           


7. Sole Dispositive Power

0                                                                                                      


8. Shared Dispositive Power

9,387,866                                                                                           

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 

        9,387,866                                                                        

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

           (See Instructions) [ ]

 

 

11. Percent of Class Represented by Amount in Row (9)

 

           15.75% 1

 

12. Type of Reporting Person (See Instructions)

 

CO                                                                                            

 

 _______________________

1 Based on 59,618,302 shares of Common Stock outstanding as of November 3, 2017, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2017.

 

 
 

CUSIP No. 87266M107

 

1. Name of Reporting Persons.

 

                 CIC International Co., Ltd.                                                  

 

 

      2. Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

 

________________________________________________________

 

3. SEC Use Only

________________________________________________________

 

4. Citizenship or Place of Organization

 

                People’s Republic of China                                                     

 

Number of

Shares

Beneficially Owned

by Each

Reporting Person

5. Sole Voting Power

0                                                                                                       


6. Shared Voting Power

9,387,866                                                                                           


7. Sole Dispositive Power

0                                                                                                      


8. Shared Dispositive Power

9,387,866                                                                                           

  

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 

        9,387,866                                                                        

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

           (See Instructions) [ ]

 

 

11. Percent of Class Represented by Amount in Row (9)

 

           15.75% 2

 

12. Type of Reporting Person (See Instructions)

 

CO                                                                                            

 

 _______________________

2 Based on 59,618,302 shares of Common Stock outstanding as of November 3, 2017, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2017.

  

CUSIP No. 87266M107

 

1. Name of Reporting Persons

 

                 Flourish Investment Corporation                                 

 

2. Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [ ]

________________________________________________________

 

3. SEC Use Only

________________________________________________________

 

4. Citizenship or Place of Organization

 

                 People’s Republic of China                                                       

 

 

Number of

Shares

Beneficially Owned

by Each

Reporting Person

5. Sole Voting Power

0                                                                                                       


6. Shared Voting Power

9,387,866                                                                                           


7. Sole Dispositive Power

0                                                                                                      


8. Shared Dispositive Power

9,387,866                                                                                           

 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 

       9,387,866                                                                                           

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

           (See Instructions)                                                          [ ]

________________________________________________________

 

11. Percent of Class Represented by Amount in Row (9)

 

           15.75%3

12. Type of Reporting Person (See Instructions)

 

       CO                                                                                                     

 

_______________________

3 Based on 59,618,302 shares of Common Stock outstanding as of November 3, 2017, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2017.

 

 
 

 

Item 1(a) Name of Issuer

 

TPG RE FINANCE Trust, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices

 

888 Seventh Avenue, 35th Floor

New York, New York 10106

 

Item 2(a) Name of Persons Filing

 

China Investment Corporation

CIC International Co., Ltd.

Flourish Investment Corporation

 

Item 2(b) Address of Principal Business Office or, if none, Residence

 

The address of China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation is as follows:

 

New Poly Plaza

No. 1 Chaoyangmen Beidajie

Dongcheng District

Beijing 100010

People’s Republic of China

 

Item 2(c) Citizenship

 

China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation are established under the Company Law of the People’s Republic of China.

 

Item 2(d) Title of Class of Securities

 

Common Stock, par value $0.001 per share

 

Item 2(e) CUSIP Number

 

87266M107

 

Item 3If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

Item 4Ownership

 

The number of shares of Common Stock beneficially owned by China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation is as follows:

 

 

 

 
 

 

Reporting Person Amount Beneficially Owned Percent of Class4

China Investment Corporation

CIC International Co., Ltd.

9,387,866

9,387,866

15.75%

15.75%

Flourish Investment Corporation 9,387,866 15.75%

 

Reporting Person Voting Power Dispositive Power
Sole Shared Sole Shared
China Investment Corporation 0 9,387,866 0 9,387,866

CIC International Co., Ltd.

Flourish Investment Corporation

0

0

9,387,866

9,387,866

0

0

9,387,866

9,387,866

 

China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China. By virtue of China Investment Corporation being the parent of CIC International Co., Ltd., which is the parent of Flourish Investment Corporation, China Investment Corporation and CIC International Co., Ltd. may be deemed to share beneficial ownership of shares beneficially owned by Flourish Investment Corporation.

 

Item 5Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9 Notice of Dissolution of Group

 

Not applicable.

 

Item 10Certifications

 

Not applicable.

 

 

 

_______________________

4 Based on 59,618,302 shares of Common Stock outstanding as of November 3, 2017, according to the report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2017.

 

 
 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of January 24, 2018.

 

 

    CHina  Investment Corporation
   

 

By:

/s/ Guangshao TU

 

    Name: Guangshao TU
   

Title: Vice Chairman & President

 

CIC INTERNATIOANL CO., LTD.

By:

/s/ Guangshao TU

 

        Name: Guangshao TU

Title: Vice Chairman & President

 

 

    Flourish INVestment Corporation
   

 

By:

/s/ Xiangjun GUO

 

    Name:  Xiangjun GUO
   

Title: Executive Director & President

 

 

 

 

 

 
 

 

Exhibit Index

 

Exhibit A         Joint Filing Agreement, dated January 24, 2018, entered into by China Investment Corporation, CIC International Co., Ltd. and Flourish Investment Corporation

 

 

 

 

 

 

 

 

 

 

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Section 2: EX-99 (JOINT FILING AGREEMENT)

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13G with respect to the common stock in TPG RE FINANCE Trust, Inc. (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Rule 13d-1(k)(1)(ii) under the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.

 

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as of this 24th day of January, 2018.

 

CHina  Investment Corporation
By:
         /s/ Guangshao TU

   Name: Guangshao TU

  Title: Vice Chairman & President

 

CIC  International Co., Ltd.
By:
         /s/_ Guangshao TU

   Name: Guangshao TU

  Title: Vice Chairman & President

 

 
FLOURISH INVestment Corporation

 

By:

/s/ Xiangjun GUO 

Name:   Xiangjun GUO

Title: Executive Director & President 

 

 

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