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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. 1)*

 

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, 2018

(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
35,666,906 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
35,666,906 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
35,666,906 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)
15.3% of Class A ordinary shares (or 12.0% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

2

 

 

1

 

Names of Reporting Persons
PHOENIX WEALTH INVESTMENT (HOLDINGS) 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
22,367,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
22,367,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
22,367,426 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)
9.6% of Class A ordinary shares (or 7.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

3

 

 

1

 

Names of Reporting Persons
PHOENIX WEALTH (HONG KONG) 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
22,367,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
22,367,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
22,367,426 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)
9.6% of Class A ordinary shares (or 7.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

4

 

 

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
22,367,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
22,367,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
22,367,426 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)
9.6% of Class A ordinary shares (or 7.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

5

 

 

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
22,367,426 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
22,367,426 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
22,367,426 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)
9.6% of Class A ordinary shares (or 7.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

6

 

 

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
13,299,480 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
13,299,480 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
13,299,480 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)
5.7% of Class A ordinary shares (or 4.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

7

 

 

1

 

Names of Reporting Persons
GUOSHENG (HONG KONG) INVESTMENT LIMITED (formerly known as 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
13,299,480 Class A ordinary shares

6

Shared Voting Power
0

7

Sole Dispositive Power
13,299,480 Class A ordinary shares

8

Shared Dispositive Power
0

9

 

Aggregate Amount Beneficially Owned by Each Reporting Person
13,299,480 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)
5.7% of Class A ordinary shares (or 4.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

8

 

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 Investment (Holdings) Limited (“Phoenix Wealth Holdings”), a company incorporated under the laws of the British Virgin Islands, which is controlled by Mr. Li Du;

 

(iii)                               Phoenix Wealth (Hong Kong) Asset Management Limited (“Phoenix Wealth HK”), a limited liability company incorporated under the laws of Hong Kong and a subsidiary of Phoenix Wealth Holdings;

 

(iv)                              Phoenix Wealth (Cayman) Asset Management Limited (“Phoenix Wealth”), an exempted company incorporated under the laws of the Cayman Islands with limited liability and a subsidiary of Phoenix Wealth HK;

 

(v)           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;

 

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

 

(vii)                           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 registered address of Phoenix Wealth Holdings is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(iii)                               The  registered address of Phoenix Wealth HK is Unit 606, 6/F Alliance, Building 133 Connaught RD, Central, Hong Kong.

 

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

 

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

 

(vi)                              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.

 

(vii)                           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)                                  Phoenix Wealth Holdings — British Virgin Islands

 

(iii)                               Phoenix Wealth HK — Hong Kong Special Administrative Region

 

(iv)                              Phoenix Wealth — Cayman Islands

 

(v)                                 Phoenix Auspicious — Cayman Islands

 

(vi)                              Guosheng — People’s Republic of China

 

(vii)                           Guosheng HK — 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.

 

9

 

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

 

35,666,906

(3)

15.3

%

35,666,906

 

0

 

35,666,906

 

0

 

Phoenix Wealth Holdings

 

22,367,426

 

9.6

%

22,367,426

 

0

 

22,367,426

 

0

 

Phoenix Wealth HK

 

22,367,426

 

9.6

%

22,367,426

 

0

 

22,367,426

 

0

 

Phoenix Wealth

 

22,367,426

 

9.6

%

22,367,426

 

0

 

22,367,426

 

0

 

Phoenix Auspicious

 

22,367,426

 

9.6

%

22,367,426

 

0

 

22,367,426

 

0

 

Guosheng

 

13,299,480

 

5.7

%

13,299,480

 

0

 

13,299,480

 

0

 

Guosheng HK

 

13,299,480

 

5.7

%

13,299,480

 

0

 

13,299,480

 

0

 

 

(1)         As of December 31, 2018, Phoenix Auspicious held 22,367,426, or 9.6%, of the Issuer’s Class A ordinary shares. Phoenix Wealth is the general partner of Phoenix Auspicious, and Phoenix Wealth is subsidiary of Phoenix Wealth HK, which in turn is a subsidiary of Phoenix Wealth Holdings. Phoenix Wealth Holdings is controlled by Mr. Li Du. Accordingly, each of Mr. Li Du, Phoenix Wealth Holdings, Phoenix Wealth HK, Phoenix Wealth and Phoenix Auspicious may thereby be deemed to beneficially own 22,367,426 Class A ordinary shares held by Phoenix Auspicious. As of December 31, 2018, Guosheng HK held 13,299,480, or 5.7%, of the Issuer’s Class A ordinary shares. Guosheng HK is a subsidiary of Guosheng, which in turn is controlled by Mr. Li Du. Accordingly, each of Mr. Li Du, Guosheng and Guosheng HK may thereby be deemed to beneficially own 13,299,480 Class A ordinary shares held by Guosheng HK.

 

(2)         Mr. Li Du’s beneficial ownership represents 15.3% of total Class A ordinary shares (or 12.0% 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 Holdings, Phoenix Wealth HK and Phoenix Wealth, represent 9.6% of total Class A ordinary shares (or 7.5% 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 Guosheng HK, beneficially owned by Guosheng, represent 5.7% of total Class A ordinary shares (or 4.5% 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 232,952,916 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2018.

 

(3)         Includes (i) 22,367,426 of the Issuer’s Class A ordinary shares held by Phoenix Auspicious, and (ii) 13,299,480 of the Issuer’s Class A ordinary shares held by Guosheng HK.

 

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.

 

10

 

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 14, 2019

 

 

 

 

Li Du

 

 

 

/s/ Li Du

 

Name:

Li Du

 

 

 

 

PHOENIX WEALTH INVESTMENT (HOLDINGS) LIMITED

 

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

PHOENIX WEALTH (HONG KONG) ASSET MANAGEMENT LIMITED

 

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

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

 

 

 

 

GUOSHENG (HONG KONG) INVESTMENT LIMITED

 

 

 

 

By:

/s/ Cheung Wai Tong

 

Name:

Cheung Wai Tong

 

Title:

Director

 

11

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

12

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]

 

1

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2019.

 

 

Li Du

 

 

 

 

 

/s/ Li Du

 

Name:

Li Du

 

 

 

PHOENIX WEALTH INVESTMENT (HOLDINGS) LIMITED

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

PHOENIX WEALTH (HONG KONG) ASSET MANAGEMENT LIMITED

 

 

 

By:

/s/ Li Du

 

Name:

Li Du

 

Title:

Director

 

 

 

 

 

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

 

 

 

 

 

GUOSHENG (HONG KONG) INVESTMENT LIMITED

 

 

 

By:

/s/ Cheung Wai Tong

 

Name:

Cheung Wai Tong

 

Title:

Director

 

2