Sec Form 13G Filing - LIAN JIA ENTERPRISES Ltd filing for CHECHE GROUP INC (CCG) - 2024-02-20

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. )*

 

 

 

Cheche Group Inc.

(Name of Issuer)

 

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

 

G20707108

(CUSIP Number)

 

September 14, 2023

(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.

NAMES OF REPORTING PERSONS

 

LIAN JIA ENTERPRISES 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

 

4,727,780(1)

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

4,727,780(1)

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,727,780(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2%(2)

12.

TYPE OF REPORTING PERSON

 

CO

 

(1)Representing 4,727,780 Class A Ordinary Shares directly held by LIAN JIA ENTERPRISES LIMITED, which is wholly owned by HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED, which is wholly owned by Huarong Overseas Chinese Asset Management Co. Ltd. Huarong Zhiyuan Investment Management Co., Ltd. holds 91% equity interest in Huarong Overseas Chinese Asset Management Co. Ltd., and is a wholly-owned subsidiary of China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.), a public company listed on the Stock Exchange of Hong Kong (Stock code:2799).
(2)Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

2

 

 

1.

NAMES OF REPORTING PERSONS

 

HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

NUMBER OF
SHARES
 BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
5.

SOLE VOTING POWER

 

4,727,780(1)

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

4,727,780(1)

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,727,780(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2%(2)

12.

TYPE OF REPORTING PERSON

 

CO

 

(1)Representing 4,727,780 Class A Ordinary Shares directly held by LIAN JIA ENTERPRISES LIMITED, which is wholly owned by HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED, which is wholly owned by Huarong Overseas Chinese Asset Management Co. Ltd. Huarong Zhiyuan Investment Management Co., Ltd. holds 91% equity interest in Huarong Overseas Chinese Asset Management Co. Ltd., and is a wholly-owned subsidiary of China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.), a public company listed on the Stock Exchange of Hong Kong (Stock code:2799).

(2)Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

3

 

 

1.

NAMES OF REPORTING PERSONS

 

Huarong Overseas Chinese Asset Management Co., Ltd

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

China

NUMBER OF
SHARES
 BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
5.

SOLE VOTING POWER

 

4,727,780(1)

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

4,727,780(1)

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,727,780(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2%(2)

12.

TYPE OF REPORTING PERSON

 

CO

 

(1)Representing 4,727,780 Class A Ordinary Shares directly held by LIAN JIA ENTERPRISES LIMITED, which is wholly owned by HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED, which is wholly owned by Huarong Overseas Chinese Asset Management Co. Ltd. Huarong Zhiyuan Investment Management Co., Ltd. holds 91% equity interest in Huarong Overseas Chinese Asset Management Co. Ltd., and is a wholly-owned subsidiary of China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.), a public company listed on the Stock Exchange of Hong Kong (Stock code:2799).

(2)Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

4

 

 

1.

NAMES OF REPORTING PERSONS

 

Huarong Zhiyuan Investment Management Co., Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

China

NUMBER OF
SHARES
 BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
5.

SOLE VOTING POWER

 

4,727,780(1)

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

4,727,780(1)

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,727,780(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2%(2)

12.

TYPE OF REPORTING PERSON

 

CO

 

(1)Representing 4,727,780 Class A Ordinary Shares directly held by LIAN JIA ENTERPRISES LIMITED, which is wholly owned by HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED, which is wholly owned by Huarong Overseas Chinese Asset Management Co. Ltd. Huarong Zhiyuan Investment Management Co., Ltd. holds 91% equity interest in Huarong Overseas Chinese Asset Management Co. Ltd., and is a wholly-owned subsidiary of China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.), a public company listed on the Stock Exchange of Hong Kong (Stock code:2799).
(2)Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

5

 

 

1.

NAMES OF REPORTING PERSONS

 

China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

China

NUMBER OF
SHARES
 BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON
WITH
5.

SOLE VOTING POWER

 

4,727,780(1)

6.

SHARED VOTING POWER

 

0

7.

SOLE DISPOSITIVE POWER

 

4,727,780(1)

8.

SHARED DISPOSITIVE POWER

 

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,727,780(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.2%(2)

12.

TYPE OF REPORTING PERSON

 

CO

 

(1)Representing 4,727,780 Class A Ordinary Shares directly held by LIAN JIA ENTERPRISES LIMITED, which is wholly owned by HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED, which is wholly owned by Huarong Overseas Chinese Asset Management Co. Ltd. Huarong Zhiyuan Investment Management Co., Ltd. holds 91% equity interest in Huarong Overseas Chinese Asset Management Co. Ltd., and is a wholly-owned subsidiary of China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.), a public company listed on the Stock Exchange of Hong Kong (Stock code:2799).
(2)Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

6

 

 

Item 1. Issuer
     
  (a) Name of Issuer:
     
    Cheche Group Inc. (the “Issuer”)
     
  (b) Address of Issuer’s Principal Executive Offices:
     
    8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue, Xicheng District, Beijing 100088, China
     
Item 2. Filing Person
     
  (a) Name of Persons Filing
     
   

LIAN JIA ENTERPRISES LIMITED

HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED

Huarong Overseas Chinese Asset Management Co., Ltd

Huarong Zhiyuan Investment Management Co., Ltd.

China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.)

 

Each of the foregoing is referred to as a “Reporting Person” and collectively, as the “Reporting Persons”.

     
  (b) Address of Principal Business Office, or, if none, Residence:
     
   

LIAN JIA ENTERPRISES LIMITED

Level 29, One Pacific Place

88 Queensway, Hong Kong

 

HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED

29/F, One Pacific Place, 88 Queensway

Hong Kong

 

Huarong Overseas Chinese Asset Management Co., Ltd

Bojia Peninsula Garden Clubhouse, No.198 Zhongshan Road

Shantou, Guangdong, China

 

Huarong Zhiyuan Investment Management Co., Ltd.

Room 601, Building 8, Financial Street, Xicheng District

 

China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.)

No. 8 Financial Street, Xicheng District

Beijing, China

     
  (c) Citizenship
   

LIAN JIA ENTERPRISES LIMITED: British Virgin Islands

HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED: Hong Kong

Huarong Overseas Chinese Asset Management Co., Ltd: China

Huarong Zhiyuan Investment Management Co., Ltd.: China

China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.): China

     
  (d) Title of Class of Securities:
     
    Class A ordinary shares, $0.00001 par value per share (“Class A Ordinary Shares”).

 

7

 

 

  (e) CUSIP Number:
     
   

G20707108. This CUSIP applies to the Class A Ordinary Shares of the Issuer. No CUSIP has been assigned to the Class B ordinary shares, par value US$0.00001 per share (the “Class B Ordinary Shares”) of the Issuer.

   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
     
  Not applicable.
     
 Item 4. Ownership.

 

< td style="text-align: left"> 
Reporting Person  Amount
beneficially
owned
   Percentage
of class
   Sole power to
vote or to
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
 
LIAN JIA ENTERPRISES LIMITED   4,727,780    6.2%*   4,727,780    0    4,727,780    0 
HUARONG(HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED   4,727,780    6.2%*   4,727,780    0    4,727,780    0 
Huarong Overseas Chinese Asset Management Co., Ltd   4,727,780    6.2%*   4,727,780    0    4,727,780    0 
Huarong Zhiyuan Investment Management Co., Ltd.   4,727,780    6.2%*   4,727,780    0    4,727,780    0 
China CITIC Financial Asset Management Co., Ltd. (previously known as China Huarong Asset Management Co., Ltd.)   4,727,780    6.2%*   4,727,780    0  4,727,780    0 

 

*Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.

 

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.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

8

 

 

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.

 

Date: February 20, 2024

 

  LIAN JIA ENTERPRISES LIMITED
   
  By: /s/ LI, WENBO
  Name:  LI, WENBO
  Title: Director

 

9

 

 

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.

 

Date: February 20, 2024

 

  HUARONG(HK) INDUSTRIAL AND FINANCIAL
INVESTMENT LIMITED
     
  By: /s/ YING, ANHUA
  Name:  YING, ANHUA
  Title: Director

 

10

 

 

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.

 

Date: February 20, 2024

 

  Huarong Overseas Chinese Asset Management Co., Ltd
     
  By: /s/ YING, ANHUA
  Name:  YING, ANHUA
  Title: Director

 

11

 

 

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.

 

Date: February 20, 2024

 

  Huarong Zhiyuan Investment Management Co., Ltd.
     
  By: /s/ LI, JIANBO
  Name:  LI, JIANBO
  Title: Director

 

12

 

 

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.

 

Date: February 20, 2024

 

  China CITIC Financial Asset Management Co., Ltd. (previously
known as China Huarong Asset Management Co., Ltd.)
     
  By: /s/ WANG, YONGJIE
  Name:  WANG, YONGJIE
  Title: Secretary to the Board of Directors

 

13

 

 

EXHIBIT INDEX

 

Exhibit    
99.1   Joint Filing Agreement

 

 

14