Futu Holdings Ltd — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G 1 d868723dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Futu Holdings Limited

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

36118L 106**

(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 36118L 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market LLC under the symbol “FUTU.” Each ADS represents eight 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. 36118L 106 Schedule 13G Page 2 of 9 Pages

| 1 | Name of
Reporting Persons Leaf Hua Li | |
| --- | --- | --- |
| 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 403,750,000 (1) |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 403,750,000 (1) |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 403,750,000 (1) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 40.2%. (2) The voting
power of the shares beneficially owned represent 71.1% of the total outstanding voting power. | |
| 12 | Type of Reporting Person IN | |

(1) Represents 302,812,500 Class B ordinary shares held by Lera Ultimate Limited, a company incorporated in the British Virgin Islands, and 100,937,500 Class B ordinary shares held by Lera Infinity Limited, a company incorporated in the British Virgin Islands. Both Lera Ultimate Limited and Lera Infinity Limited are controlled by Mr. Leaf Hua Li through family trusts. 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 the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.

2

CUSIP No. 36118L 106 Schedule 13G Page 3 of 9 Pages

| 1 | Name of
Reporting Persons Lera Ultimate 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 302,812,500 (1) |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 302,812,500 (1) |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 302,812,500 (1) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 30.2%. (2) The voting
power of the shares beneficially owned represent 53.3% of the total outstanding voting power. | |
| 12 | Type of Reporting Person CO | |

(1) Represents 302,812,500 Class B ordinary shares held by Lera Ultimate Limited.

(2) The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.

3

CUSIP No. 36118L 106 Schedule 13G Page 4 of 9 Pages

| 1 | Name of
Reporting Persons Lera Infinity 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 100,937,500 (1) |
| | 6 | Shared Voting Power 0 |
| | 7 | Sole Dispositive Power 100,937,500 (1) |
| | 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 100,937,500 (1) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ☐ | |
| 11 | Percent of Class Represented by Amount
in Row 9 10.0%. (2) The voting
power of the shares beneficially owned represent 17.8% of the total outstanding voting power. | |
| 12 | Type of Reporting Person CO | |

(1) Represents 100,937,500 Class B ordinary shares held by Lera Infinity Limited.

(2) The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.

4

CUSIP No. 36118L 106 Schedule 13G Page 5 of 9 Pages

Item 1(a).	Name of Issuer: Futu Holdings Limited (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices: 11/F, Bangkok Bank Building. No. 18 Bonham Strand W, Sheung Wan, Hong Kong S.A.R., People’s Republic of
China.
Item 2(a).	Name of Person Filing: (i) Leaf Hua Li (ii) Lera Ultimate Limited (iii) Lera Infinity Limited (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office or, if none, Residence: Leaf Hua Li c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung
Wan Hong Kong S.A.R., People’s Republic of China Lera Ultimate Limited c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung Wan Hong Kong S.A.R.,
People’s Republic of China Lera Infinity Limited c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung
Wan Hong Kong S.A.R., People’s Republic of China
Item 2(c)	Citizenship: Leaf Hua Li - People
Republic of China Lera Ultimate Limited - British Virgin Islands Lera Infinity Limited - British Virgin Islands
Item 2(d).	Title of Class of Securities: Class A ordinary shares, $0.00001 par value per share, of the Issuer 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: 36118L 106 This CUSIP number applies to the American depositary shares (the “ADSs”) of the Issuer, each ADS representing eight
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

5

CUSIP No. 36118L 106 Schedule 13G Page 6 of 9 Pages

ITEM 4. Ownership:

Reporting Person — Leaf Hua Li	403,750,000	40.2	% (2)	71.1	% (3)	403,750,000	0	403,750,000	0
Lera Ultimate Limited	302,812,500	30.2	% (2)	53.3	% (3)	302,812,500	0	302,812,500	0
Lera Infinity Limited	100,937,500	10.0	% (2)	17.8	% (3)	100,937,500	0	100,937,500	0

(1) Represents 302,812,500 Class B ordinary shares held by Lera Ultimate Limited, a company incorporated in the British Virgin Islands, and 100,937,500 Class B ordinary shares held by Lera Infinity Limited, a company incorporated in the British Virgin Islands. Both Lera Ultimate Limited and Lera Infinity Limited are controlled by Mr. Leaf Hua Li through family trusts. 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.

(2) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,003,642,992 ordinary shares (being the sum of 459,090,941 Class A ordinary shares and 544,552,051 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019 as a single class. 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.

(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.

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

6

CUSIP No. 36118L 106 Schedule 13G Page 7 of 9 Pages

LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

7

CUSIP No. 36118L 106 Schedule 13G Page 8 of 9 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: February 14, 2020

LEAF HUA LI
/s/ Leaf Hua Li
LERA ULTIMATE LIMITED
By:	/s/ Jane Lee/Keith Ng
Name:	Jane Lee/Keith Ng
	for and on behalf of Prudence Directors Limited
Title:	Director
LERA INFINITY LIMITED
By:	/s/ Jane Lee/Keith Ng
Name:	Jane Lee/Keith Ng
	for and on behalf of Prudence Directors Limited
Title:	Director