Futu Holdings Ltd — Major Shareholding Notification 2021

Feb 9, 2021

SC 13G/A 1 a21-5749_1sc13ga.htm SC 13G/A

*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. 1)**

*Futu Holdings Limited (Name of Issuer)*

*Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities)*

*36118L 106 *(CUSIP Number)

December 31, 2020 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-ba.htm',USER='105192',CD='Feb 9 13:53 2021'

CUSIP No. 36118L 106 Schedule 13G

1	Name of Reporting Persons Leaf Hua Li
2	Check the Appropriate Box if a Member of a Group (a) o (b) o
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 o
11	Percent of Class Represented by Amount in Row 9 37.2% (2) The voting power of the shares beneficially owned represent 68.0% of the total outstanding voting power.
12	Type of Reporting Person IN

(1) Represents 252,812,500 Class B ordinary shares and 50,000,000 Class A ordinary shares (in the form of ADSs) 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, 2020.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-ba.htm',USER='105192',CD='Feb 9 13:53 2021'

CUSIP No. 36118L 106 Schedule 13G

1	Name of Reporting Persons Lera Ultimate Limited
2	Check the Appropriate Box if a Member of a Group (a) o (b) o
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 o
11	Percent of Class Represented by Amount in Row 9 27.9% (2) The voting power of the shares beneficially owned represent 48.7% of the total outstanding voting power.
12	Type of Reporting Person CO

(1) Represents 252,812,500 Class B ordinary shares and 50,000,000 Class A ordinary shares (in the form of ADSs) 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, 2020.

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-ba.htm',USER='105192',CD='Feb 9 13:53 2021'

CUSIP No. 36118L 106 Schedule 13G

1	Name of Reporting Persons Lera Infinity Limited
2	Check the Appropriate Box if a Member of a Group (a) o (b) o
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 o
11	Percent of Class Represented by Amount in Row 9 9.3% (2) The voting power of the shares beneficially owned represent 19.3% 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, 2020.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-ba.htm',USER='105192',CD='Feb 9 13:53 2021'

CUSIP No. 36118L 106 Schedule 13G

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, par value US$0.00001 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 a 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 US$0.00001 per share.

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-bc.htm',USER='105192',CD='Feb 9 14:03 2021'

CUSIP No. 36118L 106 Schedule 13G

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:
Leaf Hua Li	403,750,000	(1)	37.2	% (2)	68.0	% (3)	403,750,000	(1)	0	403,750,000	(1)	0
Lera Ultimate Limited	302,812,500		27.9	% (2)	48.7	% (3)	302,812,500		0	302,812,500		0
Lera Infinity Limited	100,937,500		9.3	% (2)	19.3	% (3)	100,937,500		0	100,937,500		0

(1) Represents 252,812,500 Class B ordinary shares and 50,000,000 Class A ordinary shares (in the form of ADSs) 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 1,084,691,811 ordinary shares (being the sum of 590,139,760 Class A ordinary shares and 494,552,051 Class B ordinary shares) of the Issuer outstanding as of December 31, 2020 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 the Class A ordinary shares 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 a 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

SEQ.=1,FOLIO='6',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-bc.htm',USER='105192',CD='Feb 9 14:03 2021'

CUSIP No. 36118L 106 Schedule 13G

*LIST OF EXHIBITS*

Exhibit No.	Description
A.	Joint Filing Agreement (incorporated by reference to Exhibit 99.A to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Issuer on February 14, 2020)

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-bc.htm',USER='105192',CD='Feb 9 14:03 2021'

CUSIP No. 36118L 106 Schedule 13G

*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 9, 2021

LEAF HUA LI
/s/ Leaf Hua Li
LERA ULTIMATE LIMITED
By:	/s/ Carol Goh /s/ Jeanette Yang
Name:	Carol Goh and Jeanette Yang
	for and on behalf of Prudence Directors Limited
Title:	Director
LERA INFINITY LIMITED
By:	/s/ Carol Goh /s/ Jeanette Yang
Name:	Carol Goh and Jeanette Yang
	for and on behalf of Prudence Directors Limited
Title:	Director

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105192\21-5749-1\task10166145\5749-1-bc.htm',USER='105192',CD='Feb 9 14:03 2021'