Amended Statement of Ownership (sc 13g/a)
October 12 2018 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of
1934
(Amendment No. 3)
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Fanhua Inc.
(Name of
Issuer)
Ordinary Shares, Par Value US$0.001 Per
Share
(Title of
Class of Securities)
G2352K 108**
(CUSIP Number)
October 10, 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:
*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 8 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)
x
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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
55,771,280
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
55,771,280
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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
55,771,280 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
4.3%
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 2,565,921 American Depositary Shares (“ADSs”) (representing 51,318,420 ordinary
shares) and 4,452,860 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 1,300,191,084 ordinary shares outstanding as of March 31, 2018 according to the Issuer’s
2017 annual report on 20-F filed on April 20, 2018.
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CUSIP No. G2352K 108
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Page
3
of 8 Pages
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1
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Name of Reporting Person
Master Trend Limited
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2
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Check the Appropriate Box if A
Member of A Group
(a)
¨
(b)
x
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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
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5
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Sole Voting Power
55,771,280
3
ordinary shares
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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
55,771,280 ordinary shares
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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
55,771,280 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
4.3%
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 2,565,921 ADSs (representing 51,318,420 ordinary shares) and 4,452,860 ordinary shares directly held by Master Trend
Limited.
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4
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Based on 1,300,191,084 ordinary shares outstanding as of March 31, 2018 according to the issuer’s 2017 annual report
on 20-F filed on April 20, 2018..
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CUSIP No. G2352K 108
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Page
4
of 8 Pages
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Item 1(a).
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Name of Issuer:
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Fanhua Inc. (the “
Issuer
”)
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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
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Item 2(a).
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Name of Person Filing:
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Qiuping Lai
Master Trend Limited
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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 2907A, 29/F, 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
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Item 2(d).
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Title of Class of Securities:
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Ordinary Shares, Par Value US$0.001
per Share
G2352K 108
CUSIP No. G2352K 108
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Page
5
of 8 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 October 10, 2018:
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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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55,771,280
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4.3
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%
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55,771,280
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0
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55,771,280
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0
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Master Trend Limited
(1)
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55,771,280
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4.3
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%
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55,771,280
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0
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55,771,280
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0
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(1)
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The 55,771,280 ordinary shares of the Issuer beneficially owned by Qiuping Lai (“
Mr. Lai
”) consist of 2,565,921
ADSs (representing 51,318,420 ordinary shares) and 4,452,860 ordinary shares held by Master Trend Limited, or Master Trend, which
is 100% beneficially owned by Mr. Lai. On various dates between July 19, 2018 and October 10, 2018, Master Trend transferred (i)
150,000,000 ordinary shares (representing 7,500,000 ADSs) to Fanhua Employees Holdings Limited (previously known as Joy Magnificent
Limited); (ii) 800,000 ADSs (representing 16,000,000 ordinary shares) to Kingsford Resources Limited which is beneficially 100%
owned by Mr. Chunlin Wang, chief executive officer and chairman of the board of directors of the Issuer; and (iii) 200,000 ADSs
(representing 4,000,000 ordinary shares) to Green Ease Holdings Limited which is beneficially 100% owned by Mr. Peng Ge, chief
financial officer of the Issuer. As a result of the share transfers, Mr. Lai and Master Trend Limited each ceased to be a beneficial
owner of more than 5% of the Ordinary Shares of the Issuer.
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(2)
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Based on a total of 1,300,191,084 outstanding ordinary shares of the Issuer as of March 31, 2018.
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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
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Item 6.
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Ownership of
More than Five Percent on Behalf of Another Person:
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Not applicable
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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
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Item 8.
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Identification and Classification of Members of The Group:
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Not applicable
CUSIP No. G2352K 108
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Page
6
of 8 Pages
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
Not applicable
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: October 12, 2018
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]
LIST OF EXHIBITS
Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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