Sec Form 13G Filing - Zhai Bin filing for CNFINANCE HLDGS LTD ADS (CNF) - 2020-02-14

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)*

 

CNFinance Holdings Limited

(Name of Issuer)

 

Ordinary Shares, par value US$0.0001 per share, including in the form of American
Depositary Shares (“ADS”)

(each ADS representing twenty (20) Ordinary Shares)

(Title of Class of Securities) 

 

18979T105**

(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)

 

  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.

 

** There is no CUSIP number assigned to the ordinary shares. CUSIP number 18979T105 has been assigned to the ADSs of the Issuer, which are quoted on the New York Stock Exchange under the symbol “CNF.” Each ADS represents twenty (20) ordinary shares, par value US$0.0001 per share.

 

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).

 

 

 

 

 

 

CUSIP No. 18979T105   Page 2 of 5 Pages

 

1

Name of Reporting Person

 

Bin Zhai

 

2 Check the Appropriate Box if a Member of a Group

(a)       ¨

 

(b)       ¨

3 SEC Use Only
4

Citizenship or Place of Organization

 

People’s Republic of China

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With

 5

Sole Voting Power

 

40,000,000 ordinary shares(1)

6

Shared Voting Power

 

243,949,380 ordinary shares(1) 

7

Sole Dispositive Power

 

40,000,000 ordinary shares(1)

8

Shared Dispositive Power

 

243,949,380 ordinary shares(1) 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

283,949,380 ordinary shares

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11

Percent of Class Represented By Amount In Row 9

 

20.1%(2)

12

Type of Reporting Person

 

IN

 

 

(1) Includes (i) 40,000,000 ordinary shares, which Mr. Bin Zhai has the right to acquire within 60 days after December 31, 2019 upon the exercise of outstanding options granted by the Issuer; and (ii) 243,949,380 ordinary shares held by Kylin Investment Holdings Limited. Mr. Bin Zhai holds approximately 50% of the total outstanding shares of Kylin Investment Holdings Limited and serves as its sole director. As a result, Mr. Zhai may be deemed to have the power to direct voting and disposition of the 243,949,380 ordinary shares held by Kylin Investment Holdings Limited.

 

(2) The ownership percentage above is calculated based on 1,371,643,240 ordinary shares of the Issuer outstanding as reported by the Issuer in its Form 20-F for the year ended December 31, 2018 dated April 25, 2019, plus 40,000,000 ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of December 31, 2019 upon exercise of outstanding options granted by the Issuer.

 

 

 

 

CUSIP No. 18979T105   Page 3 of 5 Pages

 

1

Name of Reporting Person

 

Kylin Investment Holdings Limited

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

 

 5

Sole Voting Power

 

0 ordinary shares

6

Shared Voting Power

 

243,949,380 ordinary shares

7

Sole Dispositive Power

 

0 ordinary shares

8

Shared Dispositive Power

 

243,949,380 ordinary shares

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

243,949,380 ordinary shares

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11

Percent of Class Represented By Amount In Row 9

 

17.8%(2)

12

Type of Reporting Person

 

CO

 

 

(2) Based on 1,371,643,240 ordinary shares of the Issuer outstanding as reported by the Issuer in its Form 20-F for the year ended December 31, 2018 dated April 25, 2019.

 

 

 

 

CUSIP No. 18979T105   Page 4 of 5 Pages

 

Item 1(a). Name of Issuer

 

CNFinance Holdings Limited (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Office

 

44/F, Tower G

No. 16 Zhujiang Dong Road

Tianhe District, Guangzhou City

Guangdong Province 510620

People’s Republic of China

 

Item 2(a). Names of Persons Filing

 

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) under the Act: (i) Bin Zhai and (ii) Kylin Investment Holdings Limited.

 

Item 2(b). Address of Principal Business Office or, if None, Residence

 

Bin Zhai

44/F, Tower G

No. 16 Zhujiang Dong Road

Tianhe District, Guangzhou City

Guangdong Province 510620

People’s Republic of China

 

Kylin Investment Holdings Limited

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola,

British Virgin Islands

 

Item 2(c) Citizenship

 

Bin Zhai is a citizen of People’s Republic of China.

Kylin Investment Holdings Limited is a British Virgin Islands company.

 

Item 2(d). Title of Class of Securities

 

Ordinary Shares, par value US$0.0001 per share, including in the form of American Depositary Shares (“ADS”) (each ADS representing twenty (20) Ordinary Shares).

 

Item 2(e). CUSIP Number

 

18979T105

 

This CUSIP number applies to the ADSs of the Issuer, each representing twenty (20) ordinary shares of the Issuer, par value US$0.0001 per share. No CUSIP has been assigned to the ordinary shares.

  

Item 3.Statement filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c)

 

Not applicable

 

Item 4.Ownership

 

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2019:

 

Reporting Person  Amount beneficially
owned:		   Percent of
class:		   Sole power to
vote or direct
the vote:		  

Shared power

to vote or to direct
the vote:

  

Sole power to

dispose or to
direct the

disposition of:

  

Shared power

to dispose or to

direct the

disposition of:

 
Bin Zhai(1)   283,949,380    20.1%(2)   40,000,000    243,949,380    40,000,000    243,949,380 
Kylin Investment Holdings Limited   243,949,380    17.8%(3)   0    243,949,380    0    243,949,380 

 

(1) Includes (i) 40,000,000 ordinary shares, which Mr. Bin Zhai has the right to acquire within 60 days after December 31, 2019 upon the exercise of outstanding options granted by the Issuer; and (ii) 243,949,380 ordinary shares held by Kylin Investment Holdings Limited. Mr. Bin Zhai holds approximately 50% of the total outstanding shares of Kylin Investment Holdings Limited and serves as its sole director. As a result, Mr. Zhai may be deemed to have the power to direct voting and disposition of the 243,949,380 ordinary shares held by Kylin Investment Holdings Limited.

 

(2)

Based on 1,371,643,240 ordinary shares of the Issuer outstanding as reported by the Issuer in its Form 20-F for the year ended December 31, 2018 dated April 25, 2019, plus 40,000,000 ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of December 31, 2019 upon exercise of outstanding options granted by the Issuer.

 

(3) Based on 1,371,643,240 ordinary shares of the Issuer outstanding as reported by the Issuer in its Form 20-F for the year ended December 31, 2018 dated April 25, 2019.

 

 

 

 

CUSIP No. 18979T105   Page 5 of 5 Pages

 

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 the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨

 

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

 

 

 

 

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.

 

 

Dated: February 14, 2020

 

    Bin Zhai
     
    /s/ Bin Zhai
    Bin Zhai
     

 

  Kylin Investment Holdings Limited
     
  By: /s/ Bin Zhai
  Name: Bin Zhai
  Title: Director

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
99.1 Schedule 13G Joint Filing Agreement