Amended Statement of Beneficial Ownership (sc 13d/a)
April 01 2022 - 7:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
Li Auto
Inc.
(Name of Issuer)
Class A
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
50202M102(1)
(CUSIP Number)
Xing Wang
Meituan
Block B&C, Hengjiweiye Building
No.4 Wang Jing East Road, Chaoyang District, Beijing 100102
People’s Republic of China
+86 10 5737 6600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30,
2022
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* 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.
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).
| (1) | This CUSIP number applies to the Issuer’s
American depositary shares, each representing two Class A ordinary shares, par value US$0.0001 per share. |
| CUSIP No. 50202M102 |
SCHEDULE 13D |
Page 2
of 8 Pages |
| (1) |
Name of Reporting Persons
Xing Wang
|
| (2) |
Check the Appropriate Box if a Member of a Group (see instructions) |
|
| |
(a) ¨ |
|
| |
(b) ¨ |
|
| (3) |
SEC USE ONLY |
| (4) |
Source of Funds (see instructions)
PF
|
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
¨ |
| (6) |
Citizenship or Place of Organization
People’s Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole Voting Power
132,082,166(2) |
| (8) |
Shared Voting Power
258,171,601(3) |
| (9) |
Sole Dispositive Power
132,082,166 (2) |
| (10) |
Shared Dispositive PoweR
258,171,601(3) |
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
390,253,767(2)(3) |
| (12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) |
¨ |
| (13) |
Percent of Class Represented by Amount in Row 11
18.9%(4) |
| (14) |
Type of Reporting Person (see instructions)
IN |
| (2) | Represents 131,478,876 Class A Ordinary Shares (as defined
below) and 603,290 Class A Ordinary Shares represented by 301,645 American depositary shares (“ADSs”) held by
Zijin Global Inc., a company incorporated in British Virgin Islands that is wholly owned by Songtao Limited. The entire interest in Songtao
Limited is held by a trust that was established by Mr. Xing Wang (as the settlor) for the benefit of Mr. Xing Wang and his family,
with the trustee being TMF (Cayman) Ltd. The registered address of Zijin Global Inc. is Sertus Chambers, P.O. Box 905, Quastisky
Building, Road Town, Tortola, British Virgin Islands. |
| (3) | Represents 258,171,601 Class A Ordinary Shares held by Inspired
Elite Investments Limited, a company incorporated in British Virgin Islands. Inspired Elite Investments Limited is a wholly owned subsidiary
of Meituan, a company incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange of Hong Kong. Mr. Xing
Wang is a director and the controlling shareholder of Meituan. The business address of Inspired Elite Investments Limited is Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The business address of Meituan is Block B&C,
Hengjiweiye Building, No. 4 Wang Jing East Road, Chaoyang District, Beijing 100102, People’s Republic of China. |
| (4) | Percentage ownership is calculated based on 2,065,715,410 ordinary shares outstanding as of February 28, 2022, comprising of
(i) 1,709,903,330 Class A Ordinary Shares, and (ii) 355,812,080 Class B Ordinary Shares, as disclosed in the Issuer’s
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts Listed under Chapter 19B of the Exchange Listing Rules on Movements
in Securities furnished with the Commission on Form 6-K on March 7, 2022. Class A Ordinary Shares and Class B Ordinary
Shares vote together as a single class on all matters submitted to a vote of shareholders of the Issuer, except as may otherwise be required
by law. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares
is entitled to ten votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time
by the holder thereof into Class A Ordinary Shares on a one-for-one basis. |
| CUSIP No. 50202M102 |
SCHEDULE 13D |
Page 3 of 8 Pages |
| (1) |
Name of Reporting Person:
Zijin Global Inc.
|
| (2) |
Check the Appropriate Box if a Member of a Group (see instructions) |
|
| |
(a) ¨ |
|
| |
(b) ¨ |
|
| (3) |
SEC USE ONLY |
| (4) |
Source
of Funds
AF
|
| (5) |
Check
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨ |
|
| (6) |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
132,082,166
(5) |
| (8) |
Shared
Voting Power
0 |
| (9) |
Sole
Dispositive Power
132,082,166(5) |
| (10) |
Shared
Dispositive Power
0 |
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,082,166(5) |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
¨ |
| (13) |
Percent of Class Represented by Amount in Row (11)
6.4%(6) |
| (14) |
Type of Reporting Person
CO |
| (5) | Represents 131,478,876 Class A Ordinary Shares and 603,290
Class A Ordinary Shares represented by 301,645 ADSs held by Zijin Global Inc.,
a company incorporated in British Virgin Islands that is wholly owned by Songtao Limited. The entire interest in Songtao Limited
is held by a trust that was established by Mr. Xing Wang (as the settlor) for the benefit of Mr. Xing Wang and his family, with
the trustee being TMF (Cayman) Ltd. The registered address of Zijin Global Inc. is Sertus Chambers, P.O. Box 905, Quastisky Building,
Road Town, Tortola, British Virgin Islands. |
| (6) | Percentage ownership is calculated based on 2,065,715,410 ordinary shares outstanding as of February 28, 2022, comprising of
(i) 1,709,903,330 Class A Ordinary Shares, and (ii) 355,812,080 Class B Ordinary Shares, as disclosed in the Issuer’s
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts Listed under Chapter 19B of the Exchange Listing Rules on Movements
in Securities furnished with the Commission on Form 6-K on March 7, 2022. Class A Ordinary Shares and Class B Ordinary
Shares vote together as a single class on all matters submitted to a vote of shareholders of the Issuer, except as may otherwise be required
by law. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares
is entitled to ten votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time
by the holder thereof into Class A Ordinary Shares on a one-for-one basis. |
| CUSIP No. 50202M102 |
SCHEDULE 13D |
Page 4 of 8 Pages |
| (1) |
Name of Reporting Person:
Meituan
|
| (2) |
Check the Appropriate Box if a Member of a Group (see instructions) |
|
| |
(a) ¨ |
|
| |
(b) ¨ |
|
| (3) |
SEC USE ONLY |
| (4) |
Source
of Funds
WC
|
| (5) |
Check
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨ |
|
| (6) |
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(7) |
Sole
Voting Power
258,171,601(7) |
| (8) |
Shared
Voting Power
0 |
| (9) |
Sole
Dispositive Power
258,171,601(7) |
| (10) |
Shared
Dispositive Power
0 |
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
258,171,601(7) |
| (12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
¨ |
| (13) |
Percent of Class Represented by Amount in Row (11)
12.5%(8) |
| (14) |
Type of Reporting Person
CO |
| (7) | Represents 258,171,601 Class A Ordinary Shares held by Inspired
Elite Investments Limited, a company incorporated in British Virgin Islands. Inspired Elite Investments Limited is a wholly owned subsidiary
of Meituan, a company incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange of Hong Kong. Mr. Xing
Wang is a director and the controlling shareholder of Meituan. The business address of Inspired Elite Investments Limited is Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The business address of Meituan is Block B&C,
Hengjiweiye Building, No. 4 Wang Jing East Road, Chaoyang District, Beijing 100102, People’s Republic of China. |
| (8) | Percentage ownership is calculated based on 2,065,715,410 ordinary shares outstanding as of February 28, 2022, comprising of
(i) 1,709,903,330 Class A Ordinary Shares, and (ii) 355,812,080 Class B Ordinary Shares, as disclosed in the Issuer’s
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts Listed under Chapter 19B of the Exchange Listing Rules on Movements
in Securities furnished with the Commission on Form 6-K on March 7, 2022. Class A Ordinary Shares and Class B Ordinary
Shares vote together as a single class on all matters submitted to a vote of shareholders of the Issuer, except as may otherwise be required
by law. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares
is entitled to ten votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time
by the holder thereof into Class A Ordinary Shares on a one-for-one basis. |
| CUSIP No. 50202M102 |
SCHEDULE
13D |
Page 5
of 8 Pages |
| (1) |
Name
of Reporting Person:
Inspired Elite
Investments Limited
|
| (2) |
Check
the Appropriate Box if a Member of a Group (see instructions) |
|
| |
(a) ¨ |
|
| |
(b) ¨ |
|
| (3) |
SEC
USE ONLY |
| (4) |
Source
of Funds
WC
|
| (5) |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨ |
|
| (6) |
Citizenship
or Place of Organization
British Virgin
Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With |
(7) |
Sole
Voting Power
258,171,601(9)
|
| (8) |
Shared
Voting Power
0 |
| (9) |
Sole
Dispositive Power
258,171,601(9) |
| (10) |
Shared
Dispositive Power
0 |
| (11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
258,171,601(9) |
| (12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
|
| (13) |
Percent
of Class Represented by Amount in Row (11)
12.5%(10) |
| (14) |
Type
of Reporting Person
CO |
| (9) | Represents
258,171,601 Class A Ordinary Shares held by Inspired Elite Investments Limited, a company
incorporated in British Virgin Islands. Inspired Elite Investments Limited is a wholly owned
subsidiary of Meituan, a company incorporated in the Cayman Islands and listed on the Main
Board of the Stock Exchange of Hong Kong. Mr. Xing Wang is a director and the controlling
shareholder of Meituan. The business address of Inspired Elite Investments Limited is P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The business
address of Meituan is Block B&C, Hengjiweiye Building, No. 4 Wang Jing East Road,
Chaoyang District, Beijing 100102, People’s Republic of China. |
| (10) | Percentage
ownership is calculated based on 2,065,715,410 ordinary shares outstanding as of February 28,
2022, comprising of (i) 1,709,903,330 Class A Ordinary Shares, and (ii) 355,812,080
Class B Ordinary Shares, as disclosed in the Issuer’s Monthly Return for Equity
Issuer and Hong Kong Depositary Receipts Listed under Chapter 19B of the Exchange Listing
Rules on Movements in Securities furnished with the Commission on Form 6-K on March 7,
2022. Class A Ordinary Shares and Class B Ordinary Shares vote together as a single
class on all matters submitted to a vote of shareholders of the Issuer, except as may otherwise
be required by law. Each holder of Class A Ordinary Shares is entitled to one vote per
share and each holder of Class B Ordinary Shares is entitled to ten votes per share
on all matters submitted to them for vote. Class B Ordinary Shares are convertible at
any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. |
| CUSIP No. 50202M102 |
SCHEDULE
13D |
Page 6
of 8 Pages |
| Item 1. | Security and Issuer. |
This
Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on August 13, 2020 (the
“Initial Filing,” as amended by Amendment No. 1 to the Initial Filing filed on December 10, 2020 and Amendment
No. 2 filed on August 13, 2021, the “Original Schedule 13D” and as amended by this Amendment, this “Schedule
13D”) relating to the Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”),
of Li Auto Inc., a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive
offices are located at 11 Wenliang Street, Shunyi District, Beijing 101399, People’s Republic of China. Capitalized terms
used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Schedule 13D. Except as otherwise
stated in this Amendment, the Original Schedule 13D remains in full force and effect.
| Item 3. | Source and Amount of Funds or Other Considerations. |
Item 3 is hereby amended and supplemented by the following:
During
the period since the filing of the Amendment No. 2, Zijin Global Inc. has disposed of
an aggregate of 1,180,920 Class A Ordinary Shares (including Class A Ordinary Shares represented
by ADSs) on the open market.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented by incorporating by reference
therein the information set forth in Item 3 and Item 6 of this Amendment.
| Item 5. | Interest in Securities of the Issuer. |
| (a)-(b) |
Items
5(a) and (b) are hereby amended and restated in its entirety as follows:
The responses to rows (7) through
(13) of the cover pages of this Schedule 13D are hereby incorporated by reference in their entirety in this Item 5. The percentage
of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 2,065,715,410 ordinary
shares outstanding as of February 28, 2022, comprising of (i) 1,709,903,330 Class A Ordinary Shares, and (ii) 355,812,080
Class B Ordinary Shares, as disclosed in the Issuer’s Monthly Return for Equity Issuer and Hong Kong Depositary Receipts
Listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities furnished with the Commission on Form 6-K
on March 7, 2022. Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters
submitted to a vote of shareholders of the Issuer, except as may otherwise be required by law. Class B Ordinary Shares are convertible
at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis.
Except
as disclosed in this Schedule 13D, the Reporting Persons presently do not have the power to vote or to direct the vote or
to dispose or direct the disposition of any Class A Ordinary Shares that they may be deemed to beneficially own. |
| |
|
| (c) |
Except
as disclosed in this Schedule 13D, none of the Reporting Persons effected any transaction in the Class A Ordinary Shares during
the past 60 days. |
| |
|
| (d) |
Except
as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons 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, the Class A
Ordinary Shares beneficially owned by the Reporting Persons. |
| |
|
| (e) |
Not
applicable. |
| CUSIP No. 50202M102 |
SCHEDULE
13D |
Page 7
of 8 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. |
This Amendment amends Item 6 to the Schedule
13D by adding the following:
Pursuant to a Security Agreement, dated March 30,
2022, Zijin Global Inc. will charge and assign by way of security up to all of the Class A Ordinary Shares (including Class A
Ordinary Shares represented by ADSs) held by it in favor of Goldman Sachs International Bank as security agent to secure the obligations
and liabilities of Zijin Global Inc. as the borrower under a loan.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 is hereby amended and supplemented
by adding the following exhibit:
| CUSIP No. 50202M102 |
SCHEDULE
13D |
Page 8
of 8 Pages |
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: April 1, 2022
| |
Zijin
Global Inc. |
| |
|
|
| |
By: |
/s/
Xing Wang |
| |
Name: |
Xing Wang |
| |
Title: |
Director |
| |
|
|
| |
Meituan
|
| |
|
|
| |
By: |
/s/
Xing Wang |
| |
Name: |
Xing Wang |
| |
Title: |
Director |
| |
|
|
| |
Inspired
Elite Investments Limited |
| |
|
|
| |
By: |
/s/
Xing Wang |
| |
Name: |
Xing Wang |
| |
Title: |
Director
|
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