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XChange TEC.INC — Major Shareholding Notification 2021
Feb 16, 2021
33492_mrq_2021-02-16_1d66897e-adcb-4cc8-8c38-c860736a760c.zip
Major Shareholding Notification
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SC 13G/A 1 d119944dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 SCHEDULE 13G AMENDMENT NO. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Q&K International Group Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
G7308L 100**
(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:
☐ 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
** This CUSIP number applies to the Class A ordinary shares (Class A Ordinary Shares) of Q&K International Group Limited (the Issuer). CUSIP number 74738J 102 applies to the American Depositary Shares (ADSs) of the Issuer, each representing thirty (30) Class A Ordinary Shares.
CUSIP No. G7308L 100
| 1 | Names of reporting persons Guangjie Jin |
|---|---|
| 2 | Check the appropriate box |
| if a member of a group (a) ☐ (b) ☐ | |
| 3 | SEC use only |
| 4 | Citizenship or place of |
| organization Peoples Republic of | |
| China |
| Number of shares beneficially owned by each reporting person with | Sole voting power 0 |
|---|---|
| 6 | Shared voting power 292,689,549 (1) |
| 7 | Sole dispositive power 0 |
| 8 | Shared dispositive power 292,689,549 (1) |
| 9 | Aggregate amount beneficially owned by each reporting person 292,689,549 (1) |
|---|---|
| 10 | Check if the aggregate |
| amount in row (9) excludes certain shares (see instructions) ☐ | |
| 11 | Percent of class |
| represented by amount in row (9) 20.4% (2) | |
| 12 | Type of reporting person |
| (see instructions) IN |
(1) Represents (i) 112,300,000 Class A Ordinary Shares directly held by Bill.Com Inc. and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B ordinary shares of the Issuer (Class B Ordinary Shares) directly held by Yijia Inc. (including 19,870,000 shares that Guangjie Jin has the right to acquire upon the exercise of his stock options of the Issuer within 60 days after the date hereof). As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP, whose general partner is Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Guangjie Jin is authorized to represent Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Bill.Com Inc. is a wholly-owned subsidiary of Guangjie Jin. Beneficial ownership information is presented as of December 31, 2020.
(2) This percentage is calculated using 1,436,010,850 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. as of December 31, 2020.
2
CUSIP No. G7308L 100
| 1 | Names of reporting persons Shanghai Yijia Investment Consultation 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 Peoples Republic of | |
| China |
| Number of shares beneficially owned by each reporting person with | Sole voting power 0 |
|---|---|
| 6 | Shared voting power 180,389,549 (1) |
| 7 | Sole dispositive power 0 |
| 8 | Shared dispositive power 180,389,549 (1) |
| 9 | Aggregate amount beneficially owned by each reporting person 180,389,549 (1) |
|---|---|
| 10 | Check if the aggregate |
| amount in row (9) excludes certain shares (see instructions) ☐ | |
| 11 | Percent of class |
| represented by amount in row (9) 12.6% (2) | |
| 12 | Type of reporting person |
| (see instructions) CO |
(1) Represents 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. Beneficial ownership information is presented as of December 31, 2020.
(2) This percentage is calculated using 1,436,010,850 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. as of December 31, 2020.
3
CUSIP No. G7308L 100
| 1 | Names of reporting persons Shanghai Yijia Chuangye Investment Center LLP |
|---|---|
| 2 | Check the appropriate box |
| if a member of a group (a) ☐ (b) ☐ | |
| 3 | SEC use only |
| 4 | Citizenship or place of |
| organization Peoples Republic of | |
| China |
| Number of shares beneficially owned by each reporting person with | Sole voting power 0 |
|---|---|
| 6 | Shared voting power 180,389,549 (1) |
| 7 | Sole dispositive power 0 |
| 8 | Shared dispositive power 180,389,549 (1) |
| 9 | Aggregate amount beneficially owned by each reporting person 180,389,549 (1) |
|---|---|
| 10 | Check if the aggregate |
| amount in row (9) excludes certain shares (see instructions) ☐ | |
| 11 | Percent of class |
| represented by amount in row (9) 12.6% (2) | |
| 12 | Type of reporting person |
| (see instructions) PN |
(1) Represents 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP. Beneficial ownership information is presented as of December 31, 2020.
(2) This percentage is calculated using 1,436,010,850 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. as of December 31, 2020.
4
CUSIP No. G7308L 100
| 1 | Names of reporting persons Shanghai Jinglan Enterprise Management Consultation 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 Peoples Republic of | |
| China |
| Number of shares beneficially owned by each reporting person with | Sole voting power 0 |
|---|---|
| 6 | Shared voting power 180,389,549 (1) |
| 7 | Sole dispositive power 0 |
| 8 | Shared dispositive power 180,389,549 (1) |
| 9 | Aggregate amount beneficially owned by each reporting person 180,389,549 (1) |
|---|---|
| 10 | Check if the aggregate |
| amount in row (9) excludes certain shares (see instructions) ☐ | |
| 11 | Percent of class |
| represented by amount in row (9) 12.6% (2) | |
| 12 | Type of reporting person |
| (see instructions) CO |
(1) Represents 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP, whose general partner is Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Beneficial ownership information is presented as of December 31, 2020.
(2) This percentage is calculated using 1,436,010,850 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. as of December 31, 2020.
5
CUSIP No. G7308L 100
| 1 | Names of reporting persons Bill.Com Inc. |
|---|---|
| 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 0 |
|---|---|
| 6 | Shared voting power 112,300,000 (1) |
| 7 | Sole dispositive power 0 |
| 8 | Shared dispositive power 112,300,000 (1) |
| 9 | Aggregate amount beneficially owned by each reporting person 112,300,000 (1) |
|---|---|
| 10 | Check if the aggregate |
| amount in row (9) excludes certain shares (see instructions) ☐ | |
| 11 | Percent of class |
| represented by amount in row (9) 8.9% (2) | |
| 12 | Type of reporting person |
| (see instructions) CO |
(1) Represents 112,300,000 Class A Ordinary Shares directly held by Bill.Com Inc. Beneficial ownership information is presented as of December 31, 2020.
(2) This percentage is calculated using 1,255,621,301 Class A Ordinary Shares as the denominator, which is equal to 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records.
6
Item 1(a). Name of Issuer:
Q&K International Group Limited
Item 1(b). Address of Issuers Principal Executive Offices:
Suite 1607, Building A
No.596 Middle Longhua Road
Xuhui District, Shanghai, 200032
Peoples Republic of China
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons)
(i) Guangjie Jin
(ii) Shanghai Yijia Investment Consultation Co. Ltd.
(iii) Shanghai Yijia Chuangye Investment Center LLP
(iv) Shanghai Jinglan Enterprise Management Consultation Co., Ltd.
(v) Bill.Com Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
(i) Guangjie Jin: Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, 200032, Peoples Republic of China
(ii) Shanghai Yijia Investment Consultation Co. Ltd.: Room 222, 2nd Floor, Building 3, 146 Futedongyi Road, China (Shanghai) Pilot Free Trade Zone, Peoples Republic of China
(iii) Shanghai Yijia Chuangye Investment Center LLP: Room 6263, Building 3, 225 and 229 Shangxue Road, Jiading District, Shanghai, Peoples Republic of China
(iv) Shanghai Jinglan Enterprise Management Consultation Co., Ltd.: Room 1006, Building 6, No. 25 Alley 835, Jiaxingong Road, Jiading District, Shanghai, Peoples Republic of China
(v) Bill.Com Inc.: Start Chambers, Wickhams Cay II P O Box 2221, Road Town Tortola, British Virgin Islands
Item 2(c). Citizenship:
(i) Guangjie Jin: Peoples Republic of China
7
(ii) Shanghai Yijia Investment Consultation Co. Ltd: Peoples Republic of China
(iii) Shanghai Yijia Chuangye Investment Center LLP: Peoples Republic of China
(iv) Shanghai Jinglan Enterprise Management Consultation Co., Ltd.: Peoples Republic of China
(v) Bill.Com Inc.: British Virgin Islands
Item 2(d). Title of Class of Securities:
Class A Ordinary Shares, par value US$0.00001 per share
Item 2(e). CUSIP Number:
G7308L 100 *
- This CUSIP number applies to the Class A Ordinary Shares. CUSIP number 74738J 102 applies to the ADSs of the Issuer, each representing thirty (30) Class A Ordinary Shares.
ITEM 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
ITEM 4. Ownership:
The following table sets forth the beneficial ownership of the class of securities of the Issuer reported on for each of the Reporting Persons.
| Reporting Person — Guangjie Jin | 292,689,549 | (2) | 20.4 | % (3) | 0 | 292,689,549 | (2) | 0 | 292,689,549 | (2) |
|---|---|---|---|---|---|---|---|---|---|---|
| Shanghai Yijia Investment Consultation Co. Ltd. | 180,389,549 | (4) | 12.6 | % (3) | 0 | 180,389,549 | (4) | 0 | 180,389,549 | (4) |
| Shanghai Yijia Chuangye Investment Center LLP | 180,389,549 | (4) | 12.6 | % (3) | 0 | 180,389,549 | (4) | 0 | 180,389,549 | (4) |
| Shanghai Jinglan Enterprise Management Consultation Co., Ltd. | 180,389,549 | (4) | 12.6 | % (3) | 0 | 180,389,549 | (4) | 0 | 180,389,549 | (4) |
| Bill.Com Inc. | 112,300,000 | (5) | 8.9 | % (6) | 0 | 112,300,000 | (5) | 0 | 112,300,000 | (5) |
(1) Beneficial ownership information is presented as of December 31, 2020.
8
(2) Represents 292,689,549 Class A Ordinary Shares, which include (i) 112,300,000 Class A Ordinary Shares directly held by Bill.Com Inc. and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B ordinary shares of the Issuer (Class B Ordinary Shares) directly held by Yijia Inc. (including 19,870,000 shares that Guangjie Jin has the right to acquire upon the exercise of his stock options of the Issuer within 60 days after the date hereof). As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP, whose general partner is Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Guangjie Jin is authorized to represent Shanghai Jinglan Enterprise Management Consultation Co., Ltd. Bill.Com Inc. is a wholly-owned subsidiary of Guangjie Jin.
(3) This percentage is calculated using 1,436,010,850 Class A Ordinary Shares as the denominator, which is equal to the sum of (i) 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records and (ii) 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. as of December 31, 2020.
(4) Represents 180,389,549 Class A Ordinary Shares obtainable upon conversion of 180,389,549 Class B Ordinary Shares directly held by Yijia Inc. As of December 31, 2020, Yijia Inc. was a wholly-owned subsidiary of Shanghai Yijia Investment Consultation Co. Ltd. 90% of all the issued and outstanding shares of Shanghai Yijia Investment Consultation Co. Ltd. are owned by Shanghai Yijia Chuangye Investment Center LLP, whose general partner is Shanghai Jinglan Enterprise Management Consultation Co., Ltd.
(5) Represents 112,300,000 Class A Ordinary Shares directly held by Bill.Com Inc.
(6) This percentage is calculated using 1,255,621,301 Class A Ordinary Shares as the denominator, which is equal to 1,255,621,301 Class A Ordinary Shares outstanding as of December 31, 2020 as derived from the Issuers corporate records.
ITEM 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
This Item 7 is not applicable.
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ITEM 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
ITEM 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
ITEM 10. Certification:
This Item 10 is 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.
Date: February 16, 2021
| Guangjie Jin | |
|---|---|
| By: | /s/ Guangjie Jin |
| Shanghai Yijia Investment Consultation Co. Ltd. | |
| By: | /s/ Guangjie Jin |
| Name: Guangjie Jin | |
| Title: Executive Director | |
| Shanghai Yijia Chuangye Investment Center LLP | |
| By: | /s/ Guangjie Jin |
| Name: Guangjie Jin | |
| Title: Authorized Representative | |
| Shanghai Jinglan Enterprise Management Consultation Co., Ltd. | |
| By: | /s/ Guangjie Jin |
| Name: Guangjie Jin | |
| Title: Authorized Representative | |
| Bill.Com Inc. | |
| By: | /s/ Guangjie Jin |
| Name: Guangjie Jin | |
| Title: Director |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Joint Filing Agreement |
12