FinVolution Group — Major Shareholding Notification 2020

Feb 13, 2020

SC 13G/A 1 d889706dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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).

CUSIP No. G3524C107 Page 2 of 14 pages

| 1 | Name of
Reporting Person Oceanic Team 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 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by
Amount in Row 9 0% | |
| 12 | Type of Reporting Person CO | |

CUSIP No. G3524C107 Page 3 of 14 pages

| 1 | Name of
Reporting Person Union Wise 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 Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person CO | |

CUSIP No. G3524C107 Page 4 of 14 pages

| 1 | Name of
Reporting Person Beijing Junlian Maolin Equity Investment L.P. | |
| --- | --- | --- |
| 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 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person PN | |

CUSIP No. G3524C107 Page 5 of 14 pages

| 1 | Name of
Reporting Person Beijing Junlian Tongdao Investment Consulting L.P. | |
| --- | --- | --- |
| 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 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person PN | |

CUSIP No. G3524C107 Page 6 of 14 pages

| 1 | Name of
Reporting Person Lhasa Junqi Enterprise Management 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 With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person CO | |

CUSIP No. G3524C107 Page 7 of 14 pages

| 1 | Name of
Reporting Person Legend Capital Management 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 With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person CO | |

CUSIP No. G3524C107 Page 8 of 14 pages

| 1 | Name of
Reporting Person Beijing Junchenghezhong Investment Management L.P. | |
| --- | --- | --- |
| 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 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person PN | |

CUSIP No. G3524C107 Page 9 of 14 pages

| 1 | Name of
Reporting Person Beijing Junqijiarui Enterprise Management 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 With | 5 | Sole Voting Power 0 |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 0 |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 0% | |
| 12 | Type of Reporting Person CO | |

CUSIP No. G3524C107 Page 10 of 14 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:

(i) Oceanic Team Limited,

(ii) Union Wise Holdings Limited,

(iii) Beijing Junlian Maolin Equity Investment L.P.,

(iv) Beijing Junlian Tongdao Investment Consulting L.P.,

(v) Lhasa Junqi Enterprise Management Co., Ltd.,

(vi) Legend Capital Management Co., Ltd.,

(vii) Beijing Junchenghezhong Investment Management L.P., and

(viii) Beijing Junqijiarui Enterprise Management Co., Ltd.

(collectively, the “Reporting Persons”)

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

Oceanic Team Limited

P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

Union Wise Holdings Limited

27/F One Exchange Square Central, Hong Kong

Beijing Junlian Maolin Equity Investment L.P.

Room 1606, 16/ F, Building 1, Yard 2, South Academy Road, Haidian District, Beijing, People’s Republic of China

Beijing Junlian Tongdao Investment Consulting L.P.

Room 1605, 16/ F, Building 1, Yard 2, South Academy Road, Haidian District, Beijing, People’s Republic of China

Lhasa Junqi Enterprise Management Co., Ltd.

No.7-1, West Side, Dazi Anju Community, Lhasa City, Tibet Autonomous Region, People’s Republic of China

Legend Capital Management Co., Ltd.

Room 1604, 16/ F, Building 1, Yard 2, South Academy Road, Haidian District, Beijing, People’s Republic of China

Beijing Junchenghezhong Investment Management L.P.

Room 1609, 16/ F ,Building 1, Yard 2, South Academy Road, Haidian District, Beijing, People’s Republic of China

Beijing Junqijiarui Enterprise Management Co., Ltd.

Room 1614, 16/F, Building 1, Yard 2, South Academy Road, Haidian District, Beijing, People’s Republic of China

Item 2(c) Citizenship:

Oceanic Team Limited – British Virgin Islands

Union Wise Holdings Limited – Hong Kong

Beijing Junlian Maolin Equity Investment L.P. – People’s Republic of China

Beijing Junlian Tongdao Investment Consulting L.P. – People’s Republic of China

Lhasa Junqi Enterprise Management Co., Ltd. – People’s Republic of China

Legend Capital Management Co., Ltd. – People’s Republic of China

Beijing Junchenghezhong Investment Management L.P. – People’s Republic of China

Beijing Junqijiarui Enterprise Management Co., Ltd. – People’s Republic of China

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 — Oceanic Team Limited	0	0 %	0 %	0	0	0	0
Union Wise Holdings Limited	0	0 %	0 %	0	0	0	0
Beijing Junlian Maolin Equity Investment L.P.	0	0 %	0 %	0	0	0	0
Beijing Junlian Tongdao Investment Consulting L.P.	0	0 %	0 %	0	0	0	0
Lhasa Junqi Enterprise Management Co., Ltd.	0	0 %	0 %	0	0	0	0
Legend Capital Management Co., Ltd.	0	0 %	0 %	0	0	0	0
Beijing Junchenghezhong Investment Management L.P.	0	0 %	0 %	0	0	0	0
Beijing Junqijiarui Enterprise Management Co., Ltd.	0	0 %	0 %	0	0	0	0

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

LIST OF EXHIBITS

Exhibit No.	Description
A	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 13, 2020

Oceanic Team Limited
By:	/s/ Hao CHEN
Name:	Hao CHEN
Title:	Director
Union Wise Holdings Limited
By:	/s/ Hao CHEN
Name:	Hao CHEN
Title:	Director
Beijing Junlian Maolin Equity Investment L.P.
By:	/s/ Hao CHEN
Name:	Hao CHEN
Title:	Authorized Signatory
Beijing Junlian Tongdao Investment Consulting L.P.
By:	/s/ Hao CHEN
Name:	Hao CHEN
Title:	Authorized Signatory
Lhasa Junqi Enterprise Management Co., Ltd.
By:	/s/ Hao Ouyang
Name:	Hao Ouyang
Title:	Authorized Signatory
Legend Capital Management Co., Ltd.
By:	/s/ Linan Zhu
Name:	Linan Zhu
Title:	Authorized Signatory
Beijing Junchenghezhong Investment Management L.P.
By:	/s/ Hao CHEN
Name:	Hao CHEN
Title:	Authorized Signatory
Beijing Junqijiarui Enterprise Management Co., Ltd.
By:	/s/ Linan Zhu
Name:	Linan Zhu
Title:	Authorized Signatory