Filing Details
- Accession Number:
- 0001104659-25-011731
- Form Type:
- 13G Filing
- Publication Date:
- 2025-02-11 19:00:00
- Filed By:
- Gong Cheng
- Company:
- Lanvin Group Holdings Ltd
- Filing Date:
- 2025-02-12
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Gong Cheng | 0 | 8,651,247 | 6.0% |
| Brilliant Fashion Holdings Limited | 0 | 8,651,247 | 6.0% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
|
Lanvin Group Holdings Limited (Name of Issuer) |
Ordinary Shares, par value $0.000001 per share (Title of Class of Securities) |
G5380J100 (CUSIP Number) |
12/31/2024 (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)
|
SCHEDULE 13G
|
| CUSIP No. | G5380J100 |
| 1 | Names of Reporting Persons
Gong Cheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,651,247.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (Rows 5, 7 and 9): Represents 8,651,247 ordinary shares, par value $0.000001 per share ("Ordinary Shares") held by Brilliant Fashion Holdings Limited, which is the settlor of the Issuer's employee incentive award plan trust with Futu Trustee Limited as the trustee. Gong Cheng is the sole shareholder of Chenggong Holdings Limited, which holds the sole voting share (Class A ordinary share) of Brilliant Fashion Holdings Limited. Therefore, Gong Cheng has voting power and dispositive power over Ordinary Shares held by Brilliant Fashion Holdings Limited and may be deemed the beneficial owner of such Ordinary Shares.
(Row 11) The percentage of the class of securities beneficially owned by the reporting person is calculated based on 145,021,452 Ordinary Shares issued and outstanding as of October 8, 2024, as set forth in the Issuer's post-effective amendment No.5 to registration statement on Form F-3 (File No. 333-269150) filed with the Securities and Exchange Commission on October 9, 2024.
SCHEDULE 13G
|
| CUSIP No. | G5380J100 |
| 1 | Names of Reporting Persons
Brilliant Fashion Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,651,247.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (Rows 5, 7 and 9): Represents 8,651,247 ordinary shares, par value $0.000001 per share ("Ordinary Shares") held by Brilliant Fashion Holdings Limited, which is the settlor of the Issuer's employee incentive award plan trust with Futu Trustee Limited as the trustee.
(Row 11) The percentage of the class of securities beneficially owned by the reporting person is calculated based on 145,021,452 Ordinary Shares issued and outstanding as of October 8, 2024, as set forth in the Issuer's post-effective amendment No.5 to registration statement on Form F-3 (File No. 333-269150) filed with the Securities and Exchange Commission on October 9, 2024.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Lanvin Group Holdings Limited | |
| (b) | Address of issuer's principal executive offices:
4F, 168 Jiujiang Road, Carlowitz & Co, Huangpu District, Shanghai, 200001, China | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Gong Cheng, a citizen of the People's Republic of China; and
(ii) Brilliant Fashion Holdings Limited, or Brilliant Fashion, a company established in the British Virgin Islands. | |
| (b) | Address or principal business office or, if none, residence:
(i)Gong Cheng
The address of the principal business office of Gong Cheng is located at:
c/o Lanvin Group Holdings Limited
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
(ii)Brilliant Fashion
The address of the principal business office of Brilliant Fashion is located at:
c/o Lanvin Group Holdings Limited
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China | |
| (c) | Citizenship:
Gong Cheng is a citizen of the People's Republic of China. Brilliant Fashion was established in the British Virgin Islands. | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.000001 per share | |
| (e) | CUSIP No.:
G5380J100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | |
| (b) | Percent of class:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement, dated February 12, 2025, by and among the Reporting Persons |