Sec Form 13G Filing - Guosheng (Hong Kong) Investment Ltd filing for QUDIAN INC ADR (QD) - 2021-03-10

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 747798 106

1

Names of Reporting Persons

Li Du

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

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
16,795,698 ordinary shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
12,670,000 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,795,698 ordinary shares. See Item 4.

10

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

11

Percent of Class Represented by Amount in Row (9)
8.9% of Class A ordinary shares (or 6.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
IN

1

Names of Reporting Persons
GUOSHENG FINANCIAL HOLDING INC.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

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
16,795,698 ordinary shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
12,670,000 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,795,698 ordinary shares. See Item 4.

10

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

11

Percent of Class Represented by Amount in Row (9)
8.9% of Class A ordinary shares (or 6.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
GUOSHENG (HONG KONG) INVESTMENT LIMITED (formerly known as WA SUNG INVESTMENT LIMITED)

2

Check the Appr opriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

3

SEC Use Only

4

Citizenship or Place of Organization
Hong Kong Special Administrative Region

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
16,795,698 ordinary shares. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
12,670,000 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,795,698 ordinary shares. See Item 4.

10

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

11

Percent of Class Represented by Amount in Row (9)
8.9% of Class A ordinary shares (or 6.6% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)*

12

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer:
Qudian Inc.

(b)

Address of Issuer’s Principal Executive Offices:
Tower A, AVIC Zijin Plaza

Siming District, Xiamen, Fujian Province 361000

People’s Republic of China

Item 2.

(a)

Name of Person Filing:

(i)                               Li Du;

(ii)                            Guosheng Financial Holding Inc. (“Guosheng”), a public company listed on the Shenzhen Stock Exchange, which is controlled by Mr. Li Du; and

(iii)                         Guosheng (Hong Kong) Investment Limited (formerly known as Wa Sung Investment Limited, “Guosheng HK”),  a limited liability company incorporated under the laws of Hong Kong and a subsidiary of Guosheng.

(b)

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

(i)                              The address of the principal business office of Li Du is 101st Floor, Ping An International Finance Centre, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, People’s Republic of China.

(ii)                           The address of the principal business office of Guosheng is 101st Floor, Ping An International Finance Centre, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong Province, People’s Republic of China.

(iii)                        The registered address of Guosheng HK is Unit 606, 6th Floor, Alliance Building, 133 Connaught Road Central, Hong Kong.

(c)

Citizenship:

(i)                              Li Du — People’s Republic of China

(ii)                           Guosheng — People’s Republic of China

(iii)                        Guosheng HK — Hong Kong Special Administrative Region

(d)

Title and Class of Securities:
Class A ordinary shares, par value US$0.0001 per share

(e)

CUSIP No.:
747798 106

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(1)

Percent of
class(2)

Sole power
to vote or
direct to
vote(1)

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

Li Du

16,795,698

(3)

8.9

%

16,795,698

0

12,670,000

0

Guosheng

16,795,698

8.9

%

16,795,698

0

12,670,000

0

Guosheng HK

16,795,698

8.9

%

16,795,698

0

12,670,000

0

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.

Qufenqi has granted voting power over 4,125,698 of the Issuer’s Class B ordinary shares to Guosheng HK, while retaining its economic rights over such 4,125,698 Class B ordinary shares. Therefore, Qufenqi has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 4,125,698 Class B ordinary shares.

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.

Exhibit No.

Description

99.1

Joint Filing Agreement

Li Du

/s/ Li Du

Name:

Li Du

GUOSHENG FINANCIAL HOLDING INC.

By:

/s/ Li Du

Name:

Li Du

Title:

Director

GUOSHENG (HONG KONG) INVESTMENT LIMITED

By:

/s/ Cheung Wai Tong

Name:

Cheung Wai Tong

Title:

Director