Sec Form 13G Filing - Metallica Holding Ltd filing for FINVOLUTION GROUP SPONSORED AD (FINV) - 2023-02-01

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 G3524C107 has been assigned to the Class A ordinary shares of the issuer. CUSIP number 31810T101 has also been assigned to the American depositary shares of the issuer, which are quoted on the New York Stock Exchange under the symbol “FINV.” Each ADS represents five Class A ordinary shares of the issuer.

  Name of Reporting Person

  Jun Zhang

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  88,372,930 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  88,372,930 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  88,372,930 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  6.3% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

  Type of Reporting Person

  IN

Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, and (ii) 4,632,626 ADSs, representing 23,163,130 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica Holding Limited. 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.

  Name of Reporting Person

  Metallica Holding Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  88,372,930 ⁽²⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  88,372,930 ⁽²⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  88,372,930 ⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  6.3% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

  Type of Reporting Person

  CO

Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, and (ii) 4,632,626 ADSs, representing 23,163,130 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica Holding Limited. 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.

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:

Ownership:

Reporting

Person

Jun Zhang

Metallica Holding Limited

Represents (i) 65,209,800 Class B ordinary shares directly held by Metallica Holding Limited, a company incorporated in the British Virgin Islands, and (ii) 4,632,626 ADSs, representing 23,163,130 Class A ordinary shares, directly held by Metallica Holding Limited. Mr. Jun Zhang is the sole shareholder and the sole director of Metallica Holding Limited. 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. In computing the number of shares held by a Reporting Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2022, as applicable.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,413,196,769 ordinary shares (being the sum of 843,996,769 Class A ordinary shares and 569,200,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2022. In computing the percentage ownership of a Reporting Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2022, as applicable.

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. 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.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Description