Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 9:22AM
Edgar (US Regulatory)
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
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Page
2
of 7 Pages
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1
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Name of Reporting Person
Qiuping Lai
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2
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Check the Appropriate Box if a Member of a Group (a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
206,361,240
1
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
206,361,240
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
206,361,240 ordinary shares
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11
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Percent of Class Represented By Amount In Row 9
17.6%
2
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12
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Type of Reporting Person
IN
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1
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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.
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2
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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
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Page
3
of 7 Pages
|
1
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Name
of Reporting Person
Master
Trend Limited
|
2
|
Check
the Appropriate Box if A Member of A Group (a) ☐
(b)
☒
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3
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SEC Use Only
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4
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Citizenship
or Place of Organization
Hong
Kong Special Administrative Region of the People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5
|
Sole Voting Power
200,961,240
3
ordinary shares
|
6
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Shared Voting Power
0
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7
|
Sole Dispositive Power
200,961,240 ordinary shares
|
8
|
Shared Dispositive Power
0
|
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
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Percent of Class Represented By Amount In Row 9
17.2%
4
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12
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Type of Reporting Person
CO
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3
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Includes 6,041,431 American depositary shares (representing 120,828,620 ordinary shares) and 80,132,620 ordinary shares.
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4
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Based on 1,165, 072,926 ordinary shares outstanding as of February 13, 2017 according to the issuer’s internal record.
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CUSIP No. G2352K 108
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Page
4
of 7 Pages
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Item 1(a).
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Name of Issuer:
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Fanhua Inc. (the “
Issuer
”)
Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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27/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
Item 2(a).
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Name of Person Filing:
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Qiuping Lai
Master Trend Limited
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Qiuping Lai
Master Trend Limited
Room 2907, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
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).
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Title of Class of Securities:
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Ordinary Shares
G2352K 108
CUSIP No. G2352K 108
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Page
5 of 7 Pages
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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:
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Number of shares as to which such person has:
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Reporting Person
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Amount beneficially owned:
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Percent of class
(2)
:
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Sole power to vote or direct the vote:
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Shared power to vote or to direct
the vote:
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Sole power to dispose or to direct the disposition of:
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Shared power to dispose or to direct the disposition of:
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Qiuping Lai
(1)
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206,361,240
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17.6
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%
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206,361,240
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0
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206,361,240
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0
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Master Trend Limited
(1)
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200,961,240
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17.2
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%
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200,961,240
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0
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200,961,240
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0
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(1)
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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.
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(2)
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Based on a total of 1,165, 072,926 outstanding ordinary shares of the Issuer as of February 13, 2017.
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Item 5.
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Ownership of Five Percent or less of a Class:
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Not applicable
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable
Item 8.
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Identification and Classification of Members of The Group:
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Not applicable
Item 9.
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Notice of Dissolution of Group:
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Not applicable
Not applicable
CUSIP No. G2352K 108
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Page
6
of 7 Pages
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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.
Dated: February 13, 2017
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Qiuping Lai
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/s/
Qiuping Lai
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Qiuping Lai
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Master Trend Limited
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By:
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/s/
Qiuping Lai
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Name:
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Qiuping Lai
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Title:
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Director
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[Signature Page to Schedule 13G - Fanhua]
CUSIP No. G2352K 108
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Page
7 of 7 Pages
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LIST
OF EXHIBITS
Exhibit
No.
|
|
Description
|
|
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99.1
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Joint
Filing Agreement
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