SEC Filing | Qudian Inc.

View:

	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 Min Luo
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 63,491,172(2)
		6		Shared Voting Power 0
		7		Sole Dispositive Power 63,491,172(2)
		8		Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 63,491,172(2)
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) 19.5%* (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

(2) Represents 63,491,172 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

* 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 QUFENQI HOLDING 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 British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5		Sole Voting Power 63,491,172(3)
		6		Shared Voting Power 0
		7		Sole Dispositive Power 63,491,172(3)
		8		Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 63,491,172(3)
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) 19.5%* (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

(3) Represents 63,491,172 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

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) Min Luo; and (ii) Qufenqi Holding Limited (“Qufenqi”), a limited liability company established in the British Virgin Islands.
	(b)	Address of Principal Business Office or, if none, Residence: (i) The address of the principal business office of Min Luo is 15/F Lvge Industrial Building, 1 Datun, Chaoyang District, Beijing 100012, People’s Republic of China. (ii) The registered address of Qufenqi is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.
	(c)	Citizenship: (i) Min Luo – People’s Republic of China (ii) Qufenqi – British Virgin Islands
	(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
Min Luo	63,491,172	19.5	%	63,491,172	0	63,491,172	0
Qufenqi	63,491,172	19.5	%	63,491,172	0	63,491,172	0

(1) As of December 31, 2017, Qufenqi held 63,491,172 of the Issuer’s Class B ordinary shares. Qufenqi is ultimately wholly owned by a trust of which Mr. Min Luo and his wife are the beneficiaries. Accordingly, each of Mr. Luo and Qufenqi may thereby be deemed to beneficially own the 63,491,172 Class B ordinary shares held by Qufenqi. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. Accordingly, each of Mr. Luo and Qufenqi may thereby be deemed to beneficially own 63,491,172 of the Issuer’s Class A ordinary shares.

Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. The Class B ordinary shares beneficially owned by each of Mr. Luo and Qufenqi represent 70.8% of the aggregate voting power of the Issuer’s issued and outstanding share capital.

(2) Represent 19.5% of Class A 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 12, 2018

	Min Luo


	/s/ Min Luo
	Name:	Min Luo


	QUFENQI HOLDING LIMITED


	By:	/s/ Min Luo
	Name:	Min Luo
	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 12, 2018.

	Min Luo

	/s/ Min Luo
	Name: Min Luo


	QUFENQI HOLDING LIMITED

	By:	/s/ Min Luo
	Name:	Min Luo
	Title:	Director