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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001104659-18-008201)

Filing Details

Accession Number:
0001104659-18-008201
Form Type:
13G Filing
Publication Date:
2018-02-12 06:12:05
Filed By:
Qufenqi Holding Ltd
Company:
Qudian Inc. (NYSE:QD)
Filing Date:
2018-02-12
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 Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Min Luo 63,491,172 0 63,491,172 0 63,491,172 19.5%
QUFENQI HOLDING LIMITED 63,491,172 0 63,491,172 0 63,491,172 19.5%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

 

Qudian Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

747798 106 (1)

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 Issuers American Depositary Shares, each representing one Class A ordinary share.

 

 

SCHEDULE 13G

 

CUSIP No.

 

747798 106

 

 

1

Names of Reporting Persons
Min Luo

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

o

 

(b)

o

3

SEC Use Only

 

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
63,491,172(2)

6

Shared Voting Power
0

7

Sole Dispositive Power
63,491,172(2)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
63,491,172(2)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
19.5%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

12

Type of Reporting Person (See Instructions)
IN

 

(2) Represents 63,491,172 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

 

*      The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

2

 

1

Names of Reporting Persons
QUFENQI HOLDING LIMITED

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

o

 

(b)

o

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
63,491,172(3)

6

Shared Voting Power
0

7

Sole Dispositive Power
63,491,172(3)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
63,491,172(3)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
19.5%* (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)

12

Type of Reporting Person (See Instructions)
CO

 

(3) Represents 63,491,172 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

 

*                 The percentages used in this Schedule 13G are calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 2017.

 

3

 

Item 1.

 

(a)

Name of Issuer:
Qudian Inc.

 

(b)

Address of Issuers Principal Executive Offices:
15/F Lvge Industrial Building

1 Datun

Chaoyang District, Beijing 100012

Peoples Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

(i)                  Min Luo; and

 

(ii)              Qufenqi Holding Limited (Qufenqi), a limited liability company established in the British Virgin Islands.

 

(b)

Address of Principal Business Office or, if none, Residence:

(i)                  The address of the principal business office of Min Luo is 15/F Lvge Industrial Building, 1 Datun, Chaoyang District, Beijing 100012, Peoples Republic of China.

 

(ii)              The registered address of Qufenqi is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands.

 

(c)

Citizenship:

(i)                  Min Luo Peoples Republic of China

 

(ii)              Qufenqi British Virgin Islands

 

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share

 

(e)

CUSIP No.:
747798 106

 

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:

 

Not applicable.

 

4

 

Item 4.

Ownership

 

Reporting
Person(1)

 

Amount
beneficially
owned(1)

 

Percent of
class(2)

 

Sole power
to vote or
direct to
vote(1)

 

Shared
power to
vote or to
direct the
vote

 

Sole power
to
dispose or
to
direct the
disposition
of(1)

 

Shared
power
to dispose
or
to direct the
disposition
of

 

Min Luo

 

63,491,172

 

19.5

%

63,491,172

 

0

 

63,491,172

 

0

 

Qufenqi

 

63,491,172

 

19.5

%

63,491,172

 

0

 

63,491,172

 

0

 

 

(1)               As of December 31, 2017, Qufenqi held 63,491,172 of the Issuers Class B ordinary shares. Qufenqi is ultimately wholly owned by a trust of which Mr. Min Luo and his wife are the beneficiaries. Accordingly, each of Mr. Luo and Qufenqi may thereby be deemed to beneficially own the 63,491,172 Class B ordinary shares held by Qufenqi. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. Accordingly, each of Mr. Luo and Qufenqi may thereby be deemed to beneficially own 63,491,172 of the Issuers Class A ordinary shares.

 

Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. The Class B ordinary shares beneficially owned by each of Mr. Luo and Qufenqi represent 70.8% of the aggregate voting power of the Issuers issued and outstanding share capital.

 

(2)               Represent 19.5% of Class A ordinary shares (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares). Calculated based on a total of 262,347,283 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2017, based on information provided by the Issuer. Beneficial ownership information is presented as of December 31, 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.

Certifications.

Not applicable.

 

5

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 12, 2018

 

 

Min Luo

 

 

 

 

 

/s/ Min Luo

 

Name:

Min Luo

 

 

 

 

 

 

 

QUFENQI HOLDING LIMITED

 

 

 

 

 

 

 

By:

/s/ Min Luo

 

Name:

Min Luo

 

Title:

Director

 

6

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

7