XChange TEC.INC — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G/A 1 tm226205d1_sc13ga.htm SC 13G/A

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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 $0.00001 per share

(Title of Class of Securities)

74738J102 **

(CUSIP Number)

December 31, 2021

(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)

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.

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 (the “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 74738J102 applies to the American Depositary Shares (“ADSs”) of the Issuer, each representing thirty (30) Class A Ordinary Shares.

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CUSIP NO. 74738J102 ** 13G/A

| 1 | NAMES
OF REPORTING PERSONS SAIF IV Consumer (BVI) Limited | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |

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CUSIP NO. 74738J102 ** 13G/A

| 1 | NAMES
OF REPORTING PERSONS SAIF Partners IV L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman 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
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |

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CUSIP NO. 74738J102 ** 13G/A

| 1 | NAMES
OF REPORTING PERSONS SAIF IV GP, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman 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
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |

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CUSIP NO. 74738J102 ** 13G/A

| 1 | NAMES
OF REPORTING PERSONS SAIF IV GP Capital Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman 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
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |

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CUSIP NO. 74738J102 ** 13G/A

| 1 | NAMES
OF REPORTING PERSONS Andrew Y. Yan | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

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CUSIP NO. 74738J102 ** 13G/A

Item 1(a) Name of Issuer:

Q&K International Group Limited

Item 1(b) Address of Issuer’s principal executive offices:

Suite 1607, Building A

No. 596 Middle Longhua Road

Xuhui District, Shanghai 200032

People’s Republic of China

Items 2(a) Name of Reporting Persons filing:

(i) SAIF IV Consumer (BVI) Limited

(ii) SAIF Partners IV L.P.

(iii) SAIF IV GP, Ltd.

(iv) SAIF IV GP Capital Ltd.

(v) Andrew Y. Yan

Item 2(b) Address or principal business office or, if none, residence:

Suites 2516-2520, Two Pacific Place, 88 Queensway, Hong Kong

Item 2(c) Citizenship:

(i) SAIF IV Consumer (BVI) Limited - British Virgin Islands

(ii) SAIF Partners IV L.P. - Cayman Islands

(iii) SAIF IV GP, Ltd. - Cayman Islands

(iv) SAIF IV GP Capital Ltd. - Cayman Islands

(v) Andrew Y. Yan - Hong Kong

Item 2(d) Title of class of securities: Class A Ordinary Shares, par value US$0.00001 per share

Item 2(e) CUSIP No.:

74738J102. *This CUSIP number applies to the Class A Ordinary Shares. CUSIP number 74738J102 applies to the ADSs of the Issuer, each representing thirty (30) Class A Ordinary Shares.

Item 3 Not applicable.

Item 4 Ownership Ownership information with respect to each reporting person is incorporated by reference to items (5) - (9) and (11) of the respective cover page.

Item 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .

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CUSIP NO. 74738J102 ** 13G/A

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 Control 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.

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CUSIP NO. 74738J102 ** 13G/A

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 14, 2022

SAIF IV Consumer (BVI) Limited

| By:
SAIF Partners IV L.P., its Sole Shareholder |
| --- |
| By:
SAIF IV GP, L.P., its General Partner By: SAIF
IV GP Capital Ltd., its General Partner |

By:
Andrew
Y. Yan, Sole Shareholder

SAIF Partners IV L.P.

By: SAIF IV GP, L.P., its General Partner By: SAIF IV GP Capital Ltd., its General Partner

By:
Andrew
Y. Yan, Sole Shareholder

SAIF IV GP, L.P.

By: SAIF IV GP Capital Ltd., its General Partner

By:
Andrew
Y. Yan, Sole Shareholder

SAIF IV GP Capital Ltd.

By: SAIF IV GP Capital Ltd., its General Partner

By:
Andrew
Y. Yan, Sole Shareholder

Andrew Y. Yan

| /s/
Andrew Y. Yan |
| --- |
| Andrew
Y. Yan |

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CUSIP NO. 74738J102 ** 13G/A

Exhibit :

Exhibit 99.1†: Joint Filing Statement by and among the reporting persons, dated March 2, 2020

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† Previously filed.

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