Sec Form 13D Filing - Yun Chen Capital Cayman filing for AUTOHOME INC ADR REPST 4 (ATHM) - 2020-06-19

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

22/F, No.1333 Lujiazui Ring Road, PuDong,

Shanghai, China, 200120

Attention: Yiming Zhao

Phone: +86-21-38634118

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* 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.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each of which represents one Class A ordinary share.  No CUSIP has been assigned to the Class A ordinary shares.

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).

(1) The calculation is based on 118,926,687 Class A ordinary shares outstanding as of December 31, 2019, as reported in Autohome Inc.’s Form 20-F filed with the Securities and Exchange Commission on April 3, 2020.

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(1) The calculation is based on 118,926,687 Class A ordinary shares outstanding as of December 31, 2019, as reported in Autohome Inc.’s Form 20-F filed with the Securities and Exchange Commission on April 3, 2020.

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This amendment No. 2 (this “Amendment No. 2”) is filed jointly by Yun Chen Capital Cayman and Ping An Insurance (Group) Company of China, Ltd. (collectively, the “Reporting Persons”) with respect to the Class A ordinary shares, par value US$0.01 per share (the “Class A Shares”), of Autohome Inc. (the “Issuer”).

This Amendment No. 2 amends and supplements the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 5, 2016 (as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on February 27, 2017, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings assigned to such terms in the Schedule 13D. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D.

Item 4.   Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereof:

Yun Chen Capital Cayman sold a part of its investments in the Issuer to achieve an investment return on June 18, 2020 and the transaction reported in this Amendment No. 2 was effected in connection with such purpose.

Other than as set forth above, none of the Reporting Persons have any present plans or proposals which relate to, or could result in, any matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons reserve the right to develop any such plans or proposals.

Item 5.   Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a) See Items 11 and 13 of the cover pages to this Amendment No. 2 for the aggregate number and percentage of Class A Shares that are beneficially owned by each Reporting Person as of the date hereof.

(b) See Items 7 through 10 o f the cover pages to this Amendment No.2 for the number of Class A Shares that are beneficially owned by each Reporting Person as of the date hereof, as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c) Except as described in this Amendment No. 2, to the best knowledge of the Reporting Persons, no transactions in any of the Class A Shares have been effected by any Reporting Person or any other person named in the response to Item 2 above during the past sixty days preceding the filing of this Amendment No. 2.  The transactions in the Class A Shares represented by ADSs by Yun Chen Capital Cayman during the past sixty days are set forth in Schedule B to this Amendment No. 2 and are incorporated herein by reference.

(d) No other person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Shares held by the Reporting Persons or the ADSs representing such Class A Shares.

(e) Not applicable.

Item 7.   Material to be Filed as Exhibits

1.             Joint Filing Agreement, dated as of July 5, 2016, by and between the Reporting Persons (incorporated by reference to Exhibit No. 1 to the Schedule 13D filed by the Reporting Persons on July 5, 2016)

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Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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SCHEDULE B

Transaction in the ADSs of the Issuer During the Past Sixty Days

YUN CHEN CAPITAL CAYMAN

This Schedule B sets forth information with respect to each sale of Class A Shares represented by ADSs which were effectuated by Yun Chen Capital Cayman in the past sixty days. The ADSs were sold directly to a broker.

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