View:
Download DOC
Download PDF
Download XLS

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Qudian Inc.

(Name of Issuer)

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

(Title of Class of Securities)

747798 106 (1)

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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 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 one Class A ordinary share.

 


 

SCHEDULE 13G

 

CUSIP No. 

 

747798 106

 

 

1

Names of Reporting Persons
Ant Small and Micro Financial Services Group Co., Ltd.

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
37,720,709 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
37,720,709 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,720,709 Class A ordinary shares

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)
14.4% of Class A ordinary shares (or 11.6% 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

 

*                 The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 


 

1

Names of Reporting Persons
Shanghai Yunju Venture Capital Co., Ltd.

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
37,720,709 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
37,720,709 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,720,709 Class A ordinary shares

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)
14.4% of Class A ordinary shares (or 11.6% 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

 

*                 The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 


 

1

Names of Reporting Persons
API (Hong Kong) Investment Limited

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
Hong Kong Special Administrative Region

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
37,720,709 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
37,720,709 Class A ordinary shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,720,709 Class A ordinary shares

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)
14.4% of Class A ordinary shares (or 11.6% 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

 

*                 The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 


 

Item 1.

 

(a)

Name of Issuer:
Qudian Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
15/F Lvge Industrial Building

1 Datun

Chaoyang District, Beijing 100012

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

 

(i)            Ant Small and Micro Financial Services Group Co., Ltd. (“Ant Financial”), a company organized under the law of the People’s Republic of China;

 

(ii)           Shanghai Yunju Venture Capital Co., Ltd. (“Shanghai Yunju”), a company organized under the law of the People’s Republic of China and a wholly-owned subsidiary of Ant Financial;

 

(iii)          API (Hong Kong) Investment Limited (“API”), a company organized under the law of Hong Kong Special Administrative Region and a wholly-owned subsidiary of Shanghai Yunju.

 

(b)

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

 

(i)            The address of the principal business office of Ant Financial is Room 802, Building 5, Xixi Xinzuo, Xihu District, Hangzhou, China.

 

(ii)           The address of the principal business office of Shanghai Yunju is Room A-522, 188 Yesheng Road, Shanghai Free Trade Zone, China.

 

(iii)          The address of the principal business office of API is 26/F, Tower One, Times Square, 1 Matheson ST, Causeway Bay, Hong Kong.

 

(c)

Citizenship:

 

Each of Ant Financial and Shanghai Yunju is organized under the law of the People’s Republic of China. API is organized under the law of 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

 

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

 

Ant Financial

 

37,720,709

 

14.4

%

37,720,709

 

0

 

37,720,709

 

0

 

Shanghai Yunju

 

37,720,709

 

14.4

%

37,720,709

 

0

 

37,720,709

 

0

 

API

 

37,720,709

 

14.4

%

37,720,709

 

0

 

37,720,709

 

0

 

 

(1)         As of December 31, 2017, API directly owned 37,720,709, or 14.4%, of the Issuer’s Class A ordinary shares. API is wholly-owned by Shanghai Yunju, which in turn is wholly-owned by Ant Financial. Accordingly, each of Ant Financial and Shanghai Yunju may thereby be deemed to beneficially own the 37,720,709 Class A ordinary shares owned by API.

 

(2)         Represent 14.4% of total Class A ordinary shares (or 11.6% of total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). Calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

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.

 


 

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, complete and correct.

 

Dated: February 9, 2018

 

 

Ant Small and Micro Financial Services Group Co., Ltd.

 

 

 

 

 

 

 

By:

/s/ Lei Peng

 

Name:

Lei Peng

 

Title:

Legal Representative

 

 

 

 

 

 

 

Shanghai Yunju Venture Capital Co., Ltd.

 

 

 

 

 

 

By:

/s/ Xiandong Jing

 

Name:

Xiandong Jing

 

Title:

Legal Representative

 

 

 

 

 

 

 

API (Hong Kong) Investment Limited

 

 

 

 

 

 

 

By:

/s/ Leiming Chen

 

Name:

Leiming Chen

 

Title:

Director

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Qudian Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2018.

 

 

ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.

 

 

 

By:

/s/ Lei Peng

 

Name:

Lei Peng

 

Title:

Legal Representative

 

 

 

 

 

 

 

SHANGHAI YUNJU VENTURE CAPITAL CO., LTD.

 

 

 

 

By:

/s/ Xiandong Jing

 

Name:

Xiandong Jing

 

Title:

Legal Representative

 

 

 

 

 

 

 

API (HONG KONG) INVESTMENT LIMITED

 

 

 

 

By:

/s/ Leiming Chen

 

Name:

Leiming Chen

 

Title:

Director