Statement of Ownership (sc 13g)
October 12 2018 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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:
☒
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
Fanhua
Employees Holdings Limited
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2
|
Check
the Appropriate Box if a Member of a Group (a) ☐
(b) ☒
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
British
Virgin Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5
|
Sole
Voting Power
150,000,000
|
6
|
Shared
Voting Power
0
|
7
|
Sole
Dispositive Power
150,000,000
|
8
|
Shared
Dispositive Power
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
150,000,000
ordinary shares
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
11
|
Percent
of Class Represented By Amount In Row 9
11.6%
1
|
12
|
Type
of Reporting Person
EP
|
1
|
Based
on 1,291,662,844 ordinary shares outstanding as of September 30, 2018 according to the
issuer’s internal record.
|
CUSIP
No. G2352K 108
|
|
Page
3 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:
|
Fanhua
Employees Holdings Limited
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
Fanhua
Employees Holdings Limited
27/F,
Pearl River Tower
No.
15 West Zhujiang Road
Guangzhou,
Guangdong 510623
People’s
Republic of China
British
Virgin Islands
Item
2(d).
|
Title
of Class of Securities:
|
Ordinary
Shares, Par Value US$0.001 per Share
G2352K
108
CUSIP
No. G2352K 108
|
|
Page
4 of 7 Pages
|
Item
3.
|
If
this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
(f)
☒
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
|
|
|
|
|
This
Schedule 13G is being filed on behalf of Fanhua Employees Holdings Limited as identified in Item 2(a), an employee stock holding
vehicle for the Issuer (the “Employee Stock Holding Company”), which is filing under the Item 3(f) classification.
Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the Employee Stock
Holding Company. Mr. Yinan Hu, the sole director of the Employee Stock Holding Company and each member of an employee committee
(“Employee Committee”) set forth in Exhibit A, although filing under the Item 3(f) classification because of their
relationship to the employee stock holding company, disclaims that he/she is acting in concert with, or is a member of a group
consisting of the other members of the Employee Committee of the Employee Stock Holding Company.
|
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)
:
|
|
|
Sole
power to vote or direct the vote:
|
|
|
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:
|
|
|
Fanhua
Employees Holdings Limited
(1)
|
|
|
150,000,000
|
|
|
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11.6
|
%
|
|
|
150,000,000
|
|
|
|
0
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|
|
|
150,000,000
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|
0
|
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(1)
|
Fanhua
Employees Holdings Limited holds the ordinary shares on behalf of certain employees and
sales agents of the Issuer (“Participants”). An Employee Committee has been
established for these Participants with respect to the voting and disposition of the
ordinary shares so held. The Employee Committee has the sole power to direct vote of
the ordinary shares reflected in this filing, and is to do so in a manner that is in
the best interest of the Participants and for the disposition of such ordinary shares
as directed by Participants.
|
|
(2)
|
Based
on a total of 1,291,662,844 outstanding ordinary shares of the Issuer as of September
30, 2018.
|
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
CUSIP
No. G2352K 108
|
|
Page
5 of 7 Pages
|
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:
|
This
Schedule 13G is being filed on behalf of Fanhua Employees Holdings Limited as identified in Item 2(a), an employee stock holding
vehicle for the Issuer (the “Employee Stock Holding Company”), which is filing under the Item 3(f) classification.
Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the Employee Stock Holding
Company. Mr. Yinan Hu, the sole director of the Employee Stock Holding Company, and each member of the Employee Committee set
forth in Exhibit A, although filing under the Item 3(f) classification because of their relationship to the Employee Stock Holding
Company, disclaims that he/she is acting in concert with, or is a member of a group consisting of the other members of the Employee
Committee of the Employee Stock Holding Company.
Item
9.
|
Notice
of Dissolution of Group:
|
Not
applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
CUSIP
No. G2352K 108
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|
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.
Dated: October
12, 2018
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Fangyu Yu
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/s/
Fangyu Yu
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Fangyu Yu
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Fang Luo
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/s/
Fang Luo
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Fang Luo
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Fei Li
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/s/
Fei Li
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Fei Li
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Fanhua Employees Holdings
Limited
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By:
|
/s/
Yinan Hu
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Name:
|
Yinan Hu
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Title:
|
Director
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CUSIP
No. G2352K 108
|
|
Page
7 of 7 Pages
|
Exhibit
A
Ordinary
shares of Fanhua Inc. (the “Issuer”), are held by Fanhua Employees Holdings Limited for the benefit of participating
employees and sales agents of the Issuer (the “Participants”). Pursuant to the Memorandum and Articles of Association
of Fanhua Employees Holdings Limited, the Employee Committee, whose members consist of of Fangyu Yu, Fang Luo and Fei Li, who
are employees of the Issuer, has the ability, subject to its fiduciary duties, to vote the ordinary shares reflected in this filing
in the best interests of the Participants and to direct the disposition of such ordinary shares as directed by Participants.
Members
of the Employee Committee and their Beneficial Ownership of Ordinary Shares of the Issuer
The
following sets forth a list of the members of the Employee Committee and their beneficial ownership of ordinary shares of the
Issuer exclusive of membership on the Employee Committee:
Name
|
|
Direct
Beneficial Ownership
|
|
|
Beneficial
Ownership as Participant
|
Fangyu Yu
|
|
|
0
|
|
|
140,000 Ordinary Shares
|
Fang Luo
|
|
|
0
|
|
|
140,000 Ordinary Shares
|
Fei Li
|
|
|
0
|
|
|
140,000 Ordinary Shares
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The
members of the Employee Committee expressly disclaim beneficial ownership of any ordinary shares held by Fanhua Employees Holdings
Limited in which such person does not have a direct pecuniary interest.
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