AIFU Inc. — Major Shareholding Notification 2018

Oct 12, 2018

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Fanhua Inc.

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(Name of Issuer)

Ordinary Shares, Par Value US$0.001 per Share

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(Title of Class of Securities)

G2352K 108**

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(CUSIP Number)

October 10, 2018

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(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.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing 20 ordinary shares. No CUSIP has been assigned to the ordinary shares.

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. G2352K 108 Page 2 of 7 Pages

| 1 | Name
of Reporting Person Fanhua
Employees Holdings 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 | Sole
Voting Power 150,000,000 |
| --- | --- |
| 6 | Shared
Voting Power 0 |
| 7 | Sole
Dispositive Power 150,000,000 |
| 8 | Shared
Dispositive Power 0 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 150,000,000
ordinary shares |
| --- | --- |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| 11 | Percent
of Class Represented By Amount In Row 9 11.6% 1 |
| 12 | Type
of Reporting Person EP |

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1 Based on 1,291,662,844 ordinary shares outstanding as of September 30, 2018 according to the issuer’s internal record.

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CUSIP No. G2352K 108 Page 3 of 7 Pages

Item 1(a). Name of Issuer:

Fanhua Inc. (the “ Issuer ”)

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

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

Item 2(a). Name of Person Filing:

Fanhua Employees Holdings Limited

Item 2(b). Address of Principal Business Office or, if None, Residence:

Fanhua Employees Holdings Limited

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

Item 2(c) Citizenship:

British Virgin Islands

Item 2(d). Title of Class of Securities:

Ordinary Shares, Par Value US$0.001 per Share

Item 2(e). CUSIP Number:

G2352K 108

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CUSIP No. G2352K 108 Page 4 of 7 Pages

ITEM 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

| (f) ☒ |
| --- |
| This
Schedule 13G is being filed on behalf of Fanhua Employees Holdings Limited as identified in Item 2(a), an employee stock holding
vehicle for the Issuer (the “Employee Stock Holding Company”), which is filing under the Item 3(f) classification.
Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the Employee Stock
Holding Company. Mr. Yinan Hu, the sole director of the Employee Stock Holding Company and each member of an employee committee
(“Employee Committee”) set forth in Exhibit A, although filing under the Item 3(f) classification because of their
relationship to the employee stock holding company, disclaims that he/she is acting in concert with, or is a member of a group
consisting of the other members of the Employee Committee of the Employee Stock Holding Company. |

ITEM 4. Ownership:

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of October 10, 2018:

| Reporting
Person | Amount
beneficially owned: | Percent
of class (2) : | Number
of shares as to which such person has: — 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: |
| --- | --- | --- | --- | --- | --- | --- |
| Fanhua
Employees Holdings Limited (1) | 150,000,000 | 11.6 % | 150,000,000 | 0 | 150,000,000 | 0 |

(1) Fanhua Employees Holdings Limited holds the ordinary shares on behalf of certain employees and sales agents of the Issuer (“Participants”). An Employee Committee has been established for these Participants with respect to the voting and disposition of the ordinary shares so held. The Employee Committee has the sole power to direct vote of the ordinary shares reflected in this filing, and is to do so in a manner that is in the best interest of the Participants and for the disposition of such ordinary shares as directed by Participants.

(2) Based on a total of 1,291,662,844 outstanding ordinary shares of the Issuer as of September 30, 2018.

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

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CUSIP No. G2352K 108 Page 5 of 7 Pages

ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable

ITEM 8. Identification and Classification of Members of The Group:

This Schedule 13G is being filed on behalf of Fanhua Employees Holdings Limited as identified in Item 2(a), an employee stock holding vehicle for the Issuer (the “Employee Stock Holding Company”), which is filing under the Item 3(f) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the Employee Stock Holding Company. Mr. Yinan Hu, the sole director of the Employee Stock Holding Company, and each member of the Employee Committee set forth in Exhibit A, although filing under the Item 3(f) classification because of their relationship to the Employee Stock Holding Company, disclaims that he/she is acting in concert with, or is a member of a group consisting of the other members of the Employee Committee of the Employee Stock Holding Company.

ITEM 9. Notice of Dissolution of Group:

Not applicable

ITEM 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. G2352K 108 Page 6 of 7 Pages

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: October
12, 2018 — Fangyu Yu | /s/
Fangyu Yu | |
| --- | --- | --- |
| | Fangyu Yu | |
| Fang Luo | /s/
Fang Luo | |
| | Fang Luo | |
| Fei Li | /s/
Fei Li | |
| | Fei Li | |
| Fanhua Employees Holdings
Limited | By: | /s/
Yinan Hu |
| | Name: | Yinan Hu |
| | Title: | Director |

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CUSIP No. G2352K 108 Page 7 of 7 Pages

Exhibit A

Ordinary shares of Fanhua Inc. (the “Issuer”), are held by Fanhua Employees Holdings Limited for the benefit of participating employees and sales agents of the Issuer (the “Participants”). Pursuant to the Memorandum and Articles of Association of Fanhua Employees Holdings Limited, the Employee Committee, whose members consist of of Fangyu Yu, Fang Luo and Fei Li, who are employees of the Issuer, has the ability, subject to its fiduciary duties, to vote the ordinary shares reflected in this filing in the best interests of the Participants and to direct the disposition of such ordinary shares as directed by Participants.

Members of the Employee Committee and their Beneficial Ownership of Ordinary Shares of the Issuer

The following sets forth a list of the members of the Employee Committee and their beneficial ownership of ordinary shares of the Issuer exclusive of membership on the Employee Committee:

| Name | | Beneficial
Ownership as Participant |
| --- | --- | --- |
| Fangyu Yu | 0 | 140,000 Ordinary Shares |
| Fang Luo | 0 | 140,000 Ordinary Shares |
| Fei Li | 0 | 140,000 Ordinary Shares |

The members of the Employee Committee expressly disclaim beneficial ownership of any ordinary shares held by Fanhua Employees Holdings Limited in which such person does not have a direct pecuniary interest.

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