Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Fanhua Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G2352K 108**

(CUSIP Number)

February 13, 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:

☐ 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 disclosures provided in a prior cover page.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing 20 ordinary shares. No CUSIP has been assigned to the ordinary shares.

The information required on 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).

CUSIP No. G2352K 108

Page 2 of 7 Pages

1	Name of Reporting Person Qiuping Lai
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

206,361,240 ¹

Shared Voting Power

Sole Dispositive Power

206,361,240

Shared Dispositive Power

9	Aggregate Amount Beneficially Owned by Each Reporting Person 206,361,240 ordinary shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented By Amount In Row 9 17.6% ²
12	Type of Reporting Person IN

¹	Includes (i) 5,400,000 ordinary shares issuable upon exercise of options within 60 days after the date hereof held by Crown Charm Limited, which is 100% owned by Mr. Qiuping Lai (“ Mr. Lai ”); and (ii) 6,041,431 American depositary shares (representing 120,828,620 ordinary shares) and 80,132,620 ordinary shares held by Master Trend Limited, which is 100% beneficially owned by Mr. Lai.
²	Based on 1,165, 072,926 ordinary shares outstanding as of February 13, 2017 according to the issuer’s internal record.

CUSIP No. G2352K 108

Page 3 of 7 Pages

1	Name of Reporting Person Master Trend Limited
2	Check the Appropriate Box if A Member of A Group (a) ☐ (b) ☒
3	SEC Use Only
4	Citizenship or Place of Organization Hong Kong Special Administrative Region of the People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

200,961,240 ³ ordinary shares

Shared Voting Power

Sole Dispositive Power

200,961,240 ordinary shares

Shared Dispositive Power

9	Aggregate Amount Beneficially Owned by Each Reporting Person 200,961,240 ordinary shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented By Amount In Row 9 17.2% ⁴
12	Type of Reporting Person CO

³	Includes 6,041,431 American depositary shares (representing 120,828,620 ordinary shares) and 80,132,620 ordinary shares.
⁴	Based on 1,165, 072,926 ordinary shares outstanding as of February 13, 2017 according to the issuer’s internal record.

CUSIP No. G2352K 108

Page 4 of 7 Pages

Item 1(a).

Name of Issuer:

Fanhua Inc. (the “ Issuer ”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

27/F, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

Item 2(a).

Name of Person Filing:

Qiuping Lai

Master Trend Limited

Item 2(b).

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

Qiuping Lai

Master Trend Limited

Room 2907, Pearl River Tower

No. 15 West Zhujiang Road

Guangzhou, Guangdong 510623

People’s Republic of China

Item 2(c)

Citizenship:

Qiuping Lai - People’s Republic of China

Master Trend Limited - Hong Kong Special Administrative Region of the

People’s Republic of China

Item 2(d).

Title of Class of Securities:

Ordinary Shares

Item 2(e).

CUSIP Number:

G2352K 108

Item 3.

Not Applicable

CUSIP No. G2352K 108

Page 5 of 7 Pages

Item 4.

Ownership:

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of February 13, 2017:

						Number of shares as to which such person has:
Reporting Person	Amount beneficially owned:		Percent of class ⁽²⁾ :			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Qiuping Lai ⁽¹⁾		206,361,240		17.6	%		206,361,240		0		206,361,240		0
Master Trend Limited ⁽¹⁾		200,961,240		17.2	%		200,961,240		0		200,961,240		0

	(1)	The 203,374,120 ordinary shares of the Issuer beneficially owned by Qiuping Lai (“ Mr. Lai ”) consist of (i) 5,400,000 ordinary shares issuable upon exercise of options within 60 days after the date hereof held by Crown Charm Limited (“ Crown ”), which is 100% owned by Mr. Lai; and (ii) 6,041,431 American depositary shares ( “ ADSs”) (representing 120,828,620 ordinary shares) and 80,132,620 ordinary shares held by Master Trend Limited (“ Master ”), which is 100% owned by Mr. Lai. As a result of the transfers of ordinary shares and ADSs among entities 100% owned by Mr. Lai, Crown ceased to be a beneficial owner of more than 5% of the ordinary shares of the Issuer. Guangzhou Huajie Insurance Agency Co., Ltd., an intermediate holding company 100% owned by Mr. Lai and which owns 100% of Master, no longer directly holds any ordinary shares or ADSs.

	(2)	Based on a total of 1,165, 072,926 outstanding ordinary shares of the Issuer as of February 13, 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.

Certification:

Not applicable

CUSIP No. G2352K 108

Page 6 of 7 Pages

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.