Statement of Ownership (sc 13g)
May 04 2022 - 11:42AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Futu
Holdings Limited
(Name
of Issuer)
Class A ordinary shares, par value $0.00001
(Title
of Class of Securities)
36118L106
(CUSIP
Number)
April
27, 2022
(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. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspex
Management (HK) Ltd |
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
0 |
|
|
6. |
SHARED
VOTING POWER
36,681,160 |
|
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
|
8. |
SHARED
DISPOSITIVE POWER
36,681,160 |
|
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,681,160 |
|
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.38% |
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
HC |
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspex
Master Fund |
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
|
|
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
0 |
|
|
6. |
SHARED
VOTING POWER
36,681,160 |
|
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
|
8. |
SHARED
DISPOSITIVE POWER
36,681,160 |
|
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,681,160 |
|
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.38% |
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
HC |
1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LI
Ho Kei |
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
0 |
|
|
6. |
SHARED
VOTING POWER
36,681,160 |
|
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
|
8. |
SHARED
DISPOSITIVE POWER
36,681,160 |
|
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,681,160 |
|
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.38% |
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC |
Item 1. |
(a). |
Name of Issuer: |
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|
|
|
Futu Holdings Limited |
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(b). |
Address of Issuer’s
Principal Executive Offices: |
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|
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11/F,
Bangkok Bank Building
No.
18 Bonham Strand W, Sheung Wan
Hong
Kong S.A.R, People’s Republic of China |
|
|
|
Item 2. |
(a) – (c) |
Name, Principal Business
Address, and Citizenship of Persons Filing: |
|
|
|
|
|
Aspex
Management (HK) Ltd - Hong Kong
Aspex Master Fund – Cayman Islands
LI
Ho Kei – Hong Kong |
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|
|
|
|
Aspex Master Fund, Aspex
Management (HK) Ltd and LI Ho Kei: |
|
|
|
|
|
16th
Floor
St.
George’s Building
2
Ice House St.
Hong
Kong |
|
|
|
|
(d). |
Title of Class of Securities: |
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|
|
|
|
Class A ordinary shares,
par value $0.00001 |
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(e). |
CUSIP Number: |
|
|
|
|
|
36118L106 |
Item 3. |
|
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
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(a) |
[_] |
Broker or dealer registered
under Section 15 of the Exchange Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section
3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as
defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[_] |
An investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
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(j) |
[_] |
Group,
in accordance with s.240.13d-1(b)(1)(ii)(J). |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item
1.
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
Aspex Management (HK) Ltd
– 36,681,160 |
|
|
Aspex Master Fund –
36,681,160 |
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|
LI Ho Kei – 36,681,160 |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
Aspex Management (HK) Ltd
– 5.38% |
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Aspex Master Fund –
5.38% |
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|
LI Ho Kei – 5.38% |
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(c) |
Number of shares as to which the person
has: |
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|
|
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(i) |
Sole power to vote or to direct the vote |
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|
|
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Aspex Management (HK) Ltd
– 0 |
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|
Aspex Master Fund –
0 |
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LI Ho Kei – 0 |
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|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
|
|
|
|
Aspex Management (HK) Ltd
– 36,681,160 |
|
|
|
Aspex Master Fund –
36,681,160 |
|
|
|
LI Ho Kei – 36,681,160 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of Aspex Management (HK) Ltd – 0 |
|
|
|
|
|
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|
Aspex Master Fund –
0 LI Ho Kei – 0 |
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|
Aspex Master Fund –
0 |
|
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|
LI Ho Kei – 0 |
|
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|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of Aspex Management (HK) Ltd – 36,681,160 |
|
|
|
|
|
|
|
Aspex Management (HK) Ltd
– 36,681,160 |
|
|
|
Aspex Master Fund –
36,681,160 |
|
|
|
LI Ho Kei – 36,681,160 |
Item 5. |
Ownership of Five
Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item 6. |
Ownership of More
Than Five Percent on Behalf of Another Person. |
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
If
a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. |
Identification
and Classification of Members of the Group. |
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9. |
Notice of Dissolution
of Group. |
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
|
(a) |
The following
certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
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.
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.
|
May
4, 2022 (Date) |
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|
Aspex
Management (HK) Ltd |
|
|
|
|
|
(Signature) |
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|
Responsible
Party |
|
(Name/Title) |
|
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|
Aspex
Master Fund |
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|
|
|
(Signature) |
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|
Responsible
Party |
|
(Name/Title) |
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|
LI
Ho Kei |
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(Signature) |
*The
Reporting Persons specifically disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary
interest therein.
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
AGREEMENT
The
undersigned agree that this Schedule 13G dated May 4, 2022 relating to the Class A ordinary shares, par value $0.00001 per share of Futu
Holdings Limited shall be filed on behalf of the undersigned.
|
May
4, 2022 |
|
(Date) |
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|
Aspex
Management (HK) Ltd |
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(Signature) |
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Responsible
Officer |
|
(Name/Title) |
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|
Aspex
Master Fund |
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|
(Signature) |
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|
Responsible
Officer |
|
(Name/Title) |
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LI
Ho Kei |
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(Signature) |
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