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 Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
206,361,2401 |
| 6 |
Shared Voting Power
0 | |
| 7 |
Sole Dispositive Power
206,361,240 | |
| 8 |
Shared Dispositive Power
0 |
| 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 Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
200,961,2403 ordinary shares |
| 6 | Shared Voting Power | |
| 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 |
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.
| Dated: February 13, 2017 | ||
| Qiuping Lai | /s/ Qiuping Lai | |
| Qiuping Lai | ||
| Master Trend Limited | By: | /s/ Qiuping Lai |
| Name: | Qiuping Lai | |
| Title: | Director | |
[Signature Page to Schedule 13G - Fanhua]
| CUSIP No. G2352K 108 | Page 7 of 7 Pages |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13G (including any amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Fanhua Inc.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments thereto, filed on behalf of the parties hereto.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2017
| Qiuping Lai | /s/ Qiuping Lai | |
| Qiuping Lai | ||
| Master Trend Limited | By: | /s/ Qiuping Lai |
| Name: | Qiuping Lai | |
| Title: | Director | |
[Signature Page to Joint Filing Agreement]