Amended Statement of Ownership (sc 13g/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

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, 2019

(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.

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).

 

 

 

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CUSIP No. G3524C107		Page 2 of 8 pages

 

1		Name of Reporting Person     Jun Zhang
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 With				5		Sole Voting Power     89,375,800 (1)
				6		Shared Voting Power     0
				7		Sole Dispositive Power     89,375,800 (1)
				8		Shared Dispositive Power     0

9		Aggregate Amount Beneficially Owned by Each Reporting Person     89,375,800 (1)
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     ☐
11		Percent of Class Represented by Amount in Row 9     5.8%
12		Type of Reporting Person     IN

 

(1)

Represents (i) 300,000 Class A ordinary shares that Mr. Jun Zhang may purchase upon exercise of options within 60 days after December 31, 2019, (ii) 663,200 ADSs, representing 3,316,000 Class A ordinary shares directly held by Mr. Jun Zhang, (iii) 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, (iv) 1,550,000 ADSs, representing 7,750,000 Class A ordinary shares, directly held by Metallica Holding Limited, and (v) 1,000,000 Class A ordinary shares that Metallica Holding Limited may purchase upon exercise of options within 60 days after December 31, 2019. 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.

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CUSIP No. G3524C107		Page 3 of 8 pages

 

1		Name of Reporting Person     Metallica Holding Limited
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     British Virgin Islands

Number of Shares   Beneficially   Owned by Each Reporting Person With				5		Sole Voting Power     85,759,800 (2)
				6		Shared Voting Power     0
				7		Sole Dispositive Power     85,759,800 (2)
				8		Shared Dispositive Power     0

9		Aggregate Amount Beneficially Owned by Each Reporting Person     85,759,800 (2)
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     ☐
11		Percent of Class Represented by Amount in Row 9     5.6%
12		Type of Reporting Person     CO

 

(2)

Represents (i) 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, (ii) 1,550,000 ADSs, representing 7,750,000 Class A ordinary shares, directly held by Metallica Holding Limited, and (iii) 1,000,000 Class A ordinary shares that Metallica Holding Limited may purchase upon exercise of options within 60 days after December 31, 2019. 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.

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CUSIP No. G3524C107		Page 4 of 8 pages

 

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.

 

Item 2(c)

Citizenship:

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.

 

Item 2(e).

CUSIP Number:

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

 

Item 4.

Ownership:

 

Reporting Person		Amount beneficially owned				Percent of class				Percent of aggregate voting power				Sole power to vote or direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition of				Shared power to dispose or to direct the disposition of
Jun Zhang			89,375,800	(1)			5.8	%(2)			12.3	%(3)			89,375,800	(1)			0				89,375,800	(1)			0
Metallica Holding Limited			85,759,800	(4)			5.6	%(2)			12.2	%(3)			85,759,800	(4)			0				85,759,800	(4)			0

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(1)

Represents (i) 300,000 Class A ordinary shares that Mr. Jun Zhang may purchase upon exercise of options within 60 days after December 31, 2019, (ii) 663,200 ADSs, representing 3,316,000 Class A ordinary shares directly held by Mr. Jun Zhang, (iii) 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, (iv) 1,550,000 ADSs, representing 7,750,000 Class A ordinary shares, directly held by Metallica Holding Limited, and (v) 1,000,000 Class A ordinary shares that Metallica Holding Limited may purchase upon exercise of options within 60 days after December 31, 2019. 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.

(2)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,529,437,404 ordinary shares (being the sum of 943,437,404 Class A ordinary shares and 586,000,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019. 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, 2019.

(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.

(4)

Represents (i) 77,009,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, (ii) 1,550,000 ADSs, representing 7,750,000 Class A ordinary shares, directly held by Metallica Holding Limited, and (iii) 1,000,000 Class A ordinary shares that Metallica Holding Limited may purchase upon exercise of options within 60 days after December 31, 2019. 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

 

Item 10.

Certifications:

Not applicable

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SIGNATURE

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

Dated: February 12, 2020

 

JUN ZHANG
/s/ Jun Zhang
METALLICA HOLDING LIMITED
By:		/s/ Jun Zhang
Name:		Jun Zhang
Title:		Director

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LIST OF EXHIBITS

 

Exhibit No.		Description
A		Joint Filing Agreement