Sec Form 13G Filing - Lin Jiayuan @ Cango Inc.

Sec Form 13G Filing - Lin Jiayuan filing for Cango Inc. (CANG) - 2020-01-17

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cango Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

137586 103 ⁽¹⁾

(CUSIP Number)

December 31, 2019

(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 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 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).

(1)	This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares.

SCHEDULE 13G

CUSIP No. 137586 103

(1)	Represents (i) 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 1 Class A ordinary share held by Medway Brilliant Holding Limited, and (iii) 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

In May 2018, the Issuer’s co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which was amended and restated in June 2019. Pursuant to the amended and restated voting agreement, the co-founders shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. As of December 31, 2019, the co-founders collectively exercised 88.4% of the aggregate voting power of the Issuer’s issued and outstanding share capital.

Page 2 of 10

(1)

Represents (i) 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 1 Class A ordinary share held by Medway Brilliant Holding Limited, and (iii) 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner. Medway Brilliant Holding Limited is wholly owned by Mr. Jiayuan Lin.

(2)

(3)

Page 3 of 10

(1)	Represents 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited. Traveler Enterprise Limited is wholly owned by Medway Brilliant Holding Limited.

(2)

(3)

Page 4 of 10

(1)	Represents 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.

(2)

(3)

Page 5 of 10

Item 1.

(a)

Name of Issuer:

Cango Inc.

(b)

Address of Issuer’s Principal Executive Offices:

10A, Building 3, Youyou Century Plaza

428 South Yanggao Road

Pudong New Area, Shanghai 200127

People’s Republic of China

Item 2.

(a)

Name of Person Filing:

(i)

Jiayuan Lin, a citizen of the People’s Republic of China;

(ii)

Medway Brilliant Holding Limited (“Medway Brilliant”), a company established in the British Virgin Islands and is wholly-owned by Jiayuan Lin;

(iii)

Traveler Enterprise Limited (“Traveler Enterprise”), a company established in the British Virgin Islands and is wholly-owned by Medway Brilliant; and

(iv)

Xiehuai L.P. is a limited partnership established in the British Virgin Islands, of which Medway Brilliant is the general partner.

(b)

Address of Principal Business Office or, if None, Residence:

(i)

The address of Jiayuan Lin is 10A, Building 3, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200127, People’s Republic of China.

(ii)

The registered address of Medway Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

(iii)

The registered address of Traveler Enterprise is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

(iv)

The registered address of Xiehuai L.P. is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

(c)

Citizenship:

Jiayuan Lin is a citizen of the People’s Republic of China. Medway Brilliant, Traveler Enterprise and Xiehuai L.P. are established in the British Virgin Islands.

Page 6 of 10

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(e)

CUSIP No.:

137586 103

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:

Not applicable.

Item 4.

Ownership


Reporting Person⁽¹⁾	Amount beneficially owned		Percent of class⁽²⁾			Sole power to vote or direct to vote⁽²⁾		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of⁽¹⁾		Shared power to dispose or to direct the disposition of		Percentage of aggregate voting power⁽³⁾
Jiayuan Lin		59,356,818		19.6	%		59,356,818		0		59,356,818		0		45.0	%
Medway Brilliant		59,356,818		19.6	%		59,356,818		0		59,356,818		0		45.0	%
Traveler Enterprise		38,702,890		12.8	%		38,702,890		0		38,702,890		0		43.8	%
Xiehuai L.P.		20,653,927		6.8	%		20,653,927		0		20,653,927		0		1.2	%

(1)

As of December 31, 2019, Xiehuai L.P. directly owned 20,653,927 Class A ordinary shares. Medway Brilliant is the general partner of Xiehuai L.P., and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 20,653,927 Class A ordinary shares owned by Xiehuai L.P. As of December 31, 2019, Traveler Enterprise directly owned 38,702,890 Class B ordinary shares. Traveler Enterprise is wholly owned by Medway Brilliant, and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 38,702,890 Class B ordinary shares owned by Traveler Enterprise. In addition, as of December 31, 2019, Medway Brilliant directly owned 1 Class A ordinary share. Medway Brilliant is wholly-owned by Jiayuan Lin, and accordingly, Jiayuan Lin may thereby be deemed to beneficially own the 20,653,928 Class A ordinary shares and 38,702,890 Class B ordinary shares beneficially owned by Medway Brilliant.

(2)

(3)

Page 7 of 10

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 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.

Page 8 of 10

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complet e and correct.

Dated: January 17, 2020


Jiayuan Lin

By:		/s/ Jiayuan Lin
Name:		Jiayuan Lin
Title:		Chief Executive Officer and Director

Medway Brilliant Holding Limited

By:		/s/ Jiayuan Lin
Name:		Jiayuan Lin
Title:		Authorized Signatory

Traveler Enterprise Limited

By:		/s/ Jiayuan Lin
Name:		Jiayuan Lin
Title:		Authorized Signatory

Xiehuai L.P.

By:		/s/ Jiayuan Lin
Name:		Jiayuan Lin
Title:		Authorized Signatory

Page 9 of 10

EXHIBIT INDEX


Exhibit No.		Description

99.1		Joint Filing Agreement

Page 10 of 10

Names of Reporting Persons

Jiayuan Lin

Check the appropriate box if a member of a Group (see instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

People’s Republic of China