Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
02 Febrero 2024 - 3:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
FinVolution
Group
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
G3524C107**
(CUSIP
Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
** |
CUSIP number G3524C107 has been assigned to the Class A ordinary shares of the issuer. CUSIP number
31810T101 has also been assigned to the American depositary shares of the issuer, which are quoted on the New York Stock Exchange under the symbol “FINV.” Each ADS represents five Class A ordinary shares of the issuer.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G3524C107
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1 |
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Name of Reporting Person
Jun Zhang |
2 |
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Check the Appropriate Box if a
Member of a Group (a) ☐ (b) ☐
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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 People’s Republic of
China |
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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
87,629,745
(1) |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
87,629,745
(1) |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
87,629,745 (1) |
10 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class Represented by
Amount in Row 9 6.6% (assuming conversion of all outstanding Class B
ordinary shares into the same number of Class A ordinary shares) |
12 |
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Type of Reporting Person
IN |
(1) |
Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company
incorporated in the British Virgin Islands, and (ii) 4,483,989 ADSs, representing 22,419,945 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica
Holding Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary
shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances. |
CUSIP No. G3524C107
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1 |
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Name of Reporting Person
Metallica Holding Limited |
2 |
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Check the Appropriate Box if a
Member of a Group (a) ☐ (b) ☐
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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 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
87,629,745
(2) |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
87,629,745
(2) |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
87,629,745 (2) |
10 |
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class Represented by
Amount in Row 9 6.6% (assuming conversion of all outstanding Class B
ordinary shares into the same number of Class A ordinary shares) |
12 |
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Type of Reporting Person
CO |
(2) |
Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company
incorporated in the British Virgin Islands, and (ii) 4,483,989 ADSs, representing 22,419,945 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica
Holding Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary
shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances. |
CUSIP No. G3524C107
Item 1(a). |
Name of Issuer: |
FinVolution Group (the “Issuer”)
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, People’s Republic of China
Item 2(a). |
Name of Person Filing: |
Jun Zhang and Metallica Holding Limited (collectively, the “Reporting Persons”)
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
The address of the Reporting Persons is c/o Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, People’s Republic of China.
Jun Zhang is a citizen of the People Republic of China. Metallica Holding Limited is a British Virgin Islands company solely owned by Jun Zhang.
Item 2(d). |
Title of Class of Securities: |
Class A ordinary shares, $0.00001 par value per share.
The
Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to
twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
G3524C107
This CUSIP number applies to the Class A ordinary
shares of the Issuer, par value $0.00001 per share. CUSIP number 31810T101 has also been assigned to the American depositary shares of the Issuer, each representing five Class A ordinary shares of the Issuer, par value $0.00001 per share.
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), check whether the persons filing is a: |
Not applicable
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Reporting Person |
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Amount beneficially owned |
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Percent of class |
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Percent of aggregate voting power |
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Sole power to vote or direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition of |
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Shared power to dispose or to direct the disposition of |
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Jun Zhang |
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87,629,745 |
(1) |
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6.6 |
% (2) |
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10.9 |
% (3) |
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87,629,745 |
(1) |
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0 |
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87,629,745 |
(1) |
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0 |
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Metallica Holding Limited |
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87,629,745 |
(1) |
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6.6 |
% (2) |
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10.9 |
% (3) |
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87,629,745 |
(1) |
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0 |
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87,629,745 |
(1) |
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0 |
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(1) |
Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company
incorporated in the British Virgin Islands, and (ii) 4,483,989 ADSs, representing 22,419,945 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica
Holding Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary
shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances. In computing the number of shares held by a Reporting Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any
option, warrant or other right or the conversion of any other security, after December 31, 2023, as applicable. |
(2) |
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of
1,326,394,939 ordinary shares (being the sum of 757,194,939 Class A ordinary shares and 569,200,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2023. In computing the percentage ownership of a Reporting
Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2023, as
applicable. |
(3) |
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power
beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of
Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Controlling Person: |
Not applicable
Item 8. |
Identification and Classification of Members of the Group: |
Not applicable
Item 9. |
Notice of Dissolution of Group: |
Not applicable
Not applicable
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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A |
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Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2024
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JUN ZHANG |
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/s/ Jun Zhang |
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METALLICA HOLDING LIMITED |
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By: |
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/s/ Jun Zhang |
Name: |
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Jun Zhang |
Title: |
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Director |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance
with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule
13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value of $0.00001 per share, of FinVolution Group, a Cayman Islands
company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 2, 2024.
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JUN ZHANG |
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/s/ Jun Zhang |
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METALLICA HOLDING LIMITED |
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By: |
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/s/ Jun Zhang |
Name: |
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Jun Zhang |
Title: |
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Director |
FinVolution (NYSE:FINV)
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