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
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
56,214,906 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
56,214,906 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
56,214,906 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)
21.4% of Class A ordinary shares (or 17.3% 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

 

*                 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.

 

2


 

1

 

Names of Reporting Persons
PHOENIX WEALTH (CAYMAN) ASSET MANAGEMENT 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
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
42,055,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
42,055,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
42,055,426 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)
16.0% of Class A ordinary shares (or 12.9% 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.

 

3


 

1

 

Names of Reporting Persons
PHOENIX AUSPICIOUS FINTECH INVESTMENT L.P.

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
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
42,055,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
42,055,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
42,055,426 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)
16.0% of Class A ordinary shares (or 12.9% 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)
PN

 

*                 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.

 

4


 

 

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
14,159,480 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
14,159,480 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
14,159,480 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)
5.4% of Class A ordinary shares (or 4.3% 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.

 

5


 

1

 

Names of Reporting Persons
WA SUNG 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
14,159,480 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
14,159,480 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
14,159,480 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)
5.4% of Class A ordinary shares (or 4.3% 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.

 

6


 

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)                                     Li Du;

 

(ii)                                  Phoenix Wealth (Cayman) Asset Management Limited (“Phoenix Wealth”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, which is controlled by Mr. Li Du;

 

(iii)                               Phoenix Auspicious FinTech Investment L.P. (“Phoenix Auspicious”), a limited partnership organized under the laws of the Cayman Islands, of which Phoenix Wealth is the general partner;

 

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

 

(v)                                 Wa Sung Investment Limited (“Wa Sung”),  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 registered address of Phoenix Wealth is P.O. Box 2075, #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands.

 

(iii)                               The registered address of Phoenix Auspicious is P.O. Box 2075, #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands.

 

(iv)                              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.

 

(v)                                 The registered address of Wa Sung is Unit 606, 6th Floor, Alliance Building, 133 Connaught Road Central, Hong Kong.

 

(c)

Citizenship:

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

 

(ii)                                  Phoenix Wealth — Cayman Islands

 

(iii)                               Phoenix Auspicious — Cayman Islands

 

(iv)                              Guosheng — People’s Republic of China

 

(v)                                 Wa Sung — Hong Kong Special Administrative Region

 

(d)

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

 

7


 

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

 

56,214,906

(3)

21.4

%

56,214,906

 

0

 

56,214,906

 

0

 

Phoenix Wealth

 

42,055,426

 

16.0

%

42,055,426

 

0

 

42,055,426

 

0

 

Phoenix Auspicious

 

42,055,426

 

16.0

%

42,055,426

 

0

 

42,055,426

 

0

 

Guosheng

 

14,159,480

 

5.4

%

14,159,480

 

0

 

14,159,480

 

0

 

Wa Sung

 

14,159,480

 

5.4

%

14,159,480

 

0

 

14,159,480

 

0

 

 

(1)         As of December 31, 2017, Wa Sung held 14,159,480, or 5.4%, of the Issuer’s Class A ordinary shares. Wa Sung is a subsidiary of Guosheng, which in turn is controlled by Mr. Li Du. Accordingly, each of Li Du, Guosheng and Wa Sung may thereby be deemed to beneficially own the 14,159,480 Class A ordinary shares held by Wa Sung. As of December 31, 2017, Phoenix Auspicious held 42,055,426, or 16.0%, of the Issuer’s Class A ordinary shares. Phoenix Wealth is the general partner of Phoenix Auspicious, and Phoenix Wealth is controlled by Mr. Li Du. Accordingly, each of Li Du, Phoenix Wealth and Phoenix Auspicious may thereby be deemed to beneficially own the 42,055,426 Class A ordinary shares held by Phoenix Auspicious.

 

(2)         Mr. Li Du’s beneficial ownership represents 21.4% of total Class A ordinary shares (or 17.3% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). The holdings of Phoenix Auspicious, beneficially owned by Phoenix Wealth, represent 16.0% of total Class A ordinary shares (or 12.9% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). The holdings of Wa Sung, beneficially owned by Guosheng, represent 5.4% of total Class A ordinary shares (or 4.3% of the 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.

 

(3)         Includes (i) 42,055,426 of the Issuer’s Class A ordinary shares held by Phoenix Auspicious, and (ii) 14,159,480 of the Issuer’s Class A ordinary shares held by Wa Sung.

 

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.

 

8


 

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

 

 

 

 

Li Du

 

 

 

 

 

/s/ Li Du

 

Name:

Li Du

 

 

 

 

 

PHOENIX WEALTH (CAYMAN) ASSET MANAGEMENT LIMITED

 

 

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

 

PHOENIX AUSPICIOUS FINTECH INVESTMENT L.P.

 

 

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director of Phoenix Wealth (Cayman) Asset Management Limited, as general partner for and on behalf of Phoenix Auspicious FinTech Investment L.P.

 

 

 

 

 

GUOSHENG FINANCIAL HOLDING INC.

 

 

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

 

WA SUNG INVESTMENT LIMITED

 

 

 

 

 

By:

/s/ Cheung Wai Man

 

Name:

Cheung Wai Man

 

Title:

Director

 

9


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

10

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.

 

 

Li Du

 

 

 

 

 

/s/ Li Du

 

Name:

Li Du

 

 

 

 

 

PHOENIX WEALTH (CAYMAN) ASSET MANAGEMENT LIMITED

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

 

PHOENIX AUSPICIOUS FINTECH INVESTMENT L.P.

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director of Phoenix Wealth (Cayman) Asset Management Limited, as general partner for and on behalf of Phoenix Auspicious FinTech Investment L.P.

 

 

 

 

 

GUOSHENG FINANCIAL HOLDING INC.

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

 

WA SUNG INVESTMENT LIMITED

 

 

 

By:

/s/ Cheung Wai Man

 

Name:

Cheung Wai Man

 

Title:

Director