Amended Statement of Ownership (sc 13g/a)
January 17 2020 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cango Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
137586 103 (1)
(CUSIP Number)
December 31, 2019
(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)
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*
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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 the disclosures provided in a prior cover page.
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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).
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(1)
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This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A
ordinary shares.
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SCHEDULE 13G
CUSIP No. 137586 103
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1
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Names
of Reporting Persons
Jiayuan Lin
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
People’s Republic of
China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
59,356,818(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
59,356,818(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
59,356,818(1)
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10
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Check if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
9.1% of Class A ordinary shares. 50.3% of Class B ordinary
shares. 19.6% of total ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares.(2) The voting power of the shares beneficially owned represent 45.0% of the
total outstanding voting
power.(3)
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12
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Represents (i) 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 1 Class A
ordinary share held by Medway Brilliant Holding Limited, and (iii) 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming
conversion of all Class B ordinary shares into Class A ordinary shares.
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(3)
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The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or
group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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In
May 2018, the Issuer’s co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which was amended and restated in June 2019. Pursuant to the amended and restated voting
agreement, the co-founders shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. As of December 31, 2019, the
co-founders collectively exercised 88.4% of the aggregate voting power of the Issuer’s issued and outstanding share capital.
Page 2 of 10
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1
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Names
of Reporting Persons
Medway Brilliant Holding Limited
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
59,356,818(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
59,356,818(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
59,356,818(1)
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10
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Check if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
9.1% of Class A ordinary shares. 50.3% of Class B
ordinary shares. 19.6% of total ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares.(2) The voting power of the shares beneficially owned
represent 45.0% of the total outstanding voting
power.(3)
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12
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Represents (i) 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 1 Class A
ordinary share held by Medway Brilliant Holding Limited, and (iii) 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner. Medway Brilliant Holding Limited is wholly owned by
Mr. Jiayuan Lin.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming
conversion of all Class B ordinary shares into Class A ordinary shares.
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(3)
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The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or
group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Page 3 of 10
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1
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Names
of Reporting Persons
Traveler Enterprise Limited
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
38,702,890(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
38,702,890(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
38,702,890(1)
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10
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Check if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
50.3% of Class B ordinary shares. 12.8% of total
ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares.(2) The voting power of the shares beneficially owned represent 43.8% of the total
outstanding voting power.(3)
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12
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Represents 38,702,890 Class B ordinary shares held by Traveler Enterprise Limited. Traveler
Enterprise Limited is wholly owned by Medway Brilliant Holding Limited.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming
conversion of all Class B ordinary shares into Class A ordinary shares.
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(3)
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The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or
group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Page 4 of 10
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1
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Names
of Reporting Persons
Xiehuai L.P.
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2
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Check the appropriate box if a
member of a Group (see instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
20,653,927(1)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
20,653,927(1)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,653,927(1)
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10
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Check if the aggregate amount in
row (9) excludes certain shares (See Instructions)
☐
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11
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Percent of class represented by
amount in row (9)
9.1% of Class A ordinary shares. 6.8% of total ordinary
shares, assuming conversion of all Class B ordinary shares into Class A ordinary
shares.(2) The voting power of the shares beneficially owned represent 1.2% of the total outstanding voting
power.(3)
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12
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Type of Reporting Person (See
Instructions)
PN
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(1)
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Represents 20,653,927 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding
Limited is the general partner.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming
conversion of all Class B ordinary shares into Class A ordinary shares.
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(3)
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The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or
group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Page 5 of 10
Cango Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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10A, Building 3, Youyou Century Plaza
428 South Yanggao Road
Pudong
New Area, Shanghai 200127
People’s Republic of China
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(a)
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Name of Person Filing:
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(i)
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Jiayuan Lin, a citizen of the People’s Republic of China;
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(ii)
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Medway Brilliant Holding Limited (“Medway Brilliant”), a company established in the British Virgin
Islands and is wholly-owned by Jiayuan Lin;
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(iii)
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Traveler Enterprise Limited (“Traveler Enterprise”), a company established in the British Virgin
Islands and is wholly-owned by Medway Brilliant; and
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(iv)
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Xiehuai L.P. is a limited partnership established in the British Virgin Islands, of which Medway Brilliant is
the general partner.
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(b)
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Address of Principal Business Office or, if None, Residence:
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(i)
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The address of Jiayuan Lin is 10A, Building 3, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area,
Shanghai 200127, People’s Republic of China.
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(ii)
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The registered address of Medway Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus
Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.
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(iii)
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The registered address of Traveler Enterprise is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110,
British Virgin Islands.
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(iv)
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The registered address of Xiehuai L.P. is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers,
P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.
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Jiayuan Lin is a citizen of the People’s Republic of China. Medway Brilliant, Traveler Enterprise and Xiehuai L.P. are established in the
British Virgin Islands.
Page 6 of 10
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(d)
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Title and Class of Securities:
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Class A ordinary shares, par value US$0.0001 per share. Each Class B ordinary share is convertible into one Class A ordinary
share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
137586 103
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Item 3.
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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:
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Not applicable.
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Reporting
Person(1)
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Amount
beneficially
owned
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Percent
of class(2)
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Sole power
to vote or
direct to
vote(2)
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Shared
power to
vote or to
direct
the
vote
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Sole power
to
dispose or to
direct
the
disposition
of(1)
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Shared power
to dispose or
to direct the
disposition of
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Percentage
of aggregate
voting
power(3)
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Jiayuan Lin
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59,356,818
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19.6
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%
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59,356,818
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0
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59,356,818
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0
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45.0
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%
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Medway Brilliant
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59,356,818
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19.6
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%
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59,356,818
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0
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59,356,818
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0
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45.0
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%
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Traveler Enterprise
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38,702,890
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12.8
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%
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38,702,890
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0
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38,702,890
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0
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43.8
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%
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Xiehuai L.P.
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20,653,927
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6.8
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%
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20,653,927
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0
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20,653,927
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0
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1.2
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%
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(1)
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As of December 31, 2019, Xiehuai L.P. directly owned 20,653,927 Class A ordinary shares. Medway
Brilliant is the general partner of Xiehuai L.P., and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 20,653,927 Class A ordinary shares owned by Xiehuai L.P. As of December 31, 2019, Traveler Enterprise
directly owned 38,702,890 Class B ordinary shares. Traveler Enterprise is wholly owned by Medway Brilliant, and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 38,702,890 Class B ordinary shares owned by
Traveler Enterprise. In addition, as of December 31, 2019, Medway Brilliant directly owned 1 Class A ordinary share. Medway Brilliant is wholly-owned by Jiayuan Lin, and accordingly, Jiayuan Lin may thereby be deemed to beneficially own
the 20,653,928 Class A ordinary shares and 38,702,890 Class B ordinary shares beneficially owned by Medway Brilliant.
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(2)
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The percentage of the class of securities beneficially owned by each reporting person is calculated based on
302,809,891 issued and outstanding ordinary shares as a single class, being the sum of 225,831,214 Class A ordinary shares and 76,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019, assuming
conversion of all Class B ordinary shares into Class A ordinary shares.
|
|
(3)
|
The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or
group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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In
May 2018, the Issuer’s co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which was amended and restated in June 2019. Pursuant to the amended and restated voting
agreement, the co-founders shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. As of December 31, 2019, the
co-founders collectively exercised 88.4% of the aggregate voting power of the Issuer’s issued and outstanding share capital.
Page 7 of 10
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the
parent holding company or control person.
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Not applicable.
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Item 8.
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Identification and classification of members of the group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
Page 8 of 10
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: January 17, 2020
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Jiayuan Lin
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By:
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/s/ Jiayuan Lin
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Name:
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Jiayuan Lin
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Title:
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Chief Executive Officer and Director
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Medway Brilliant Holding Limited
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By:
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/s/ Jiayuan Lin
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Name:
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Jiayuan Lin
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Title:
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Authorized Signatory
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Traveler Enterprise Limited
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By:
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/s/ Jiayuan Lin
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Name:
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Jiayuan Lin
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Title:
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Authorized Signatory
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Xiehuai L.P.
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By:
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/s/ Jiayuan Lin
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Name:
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Jiayuan Lin
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Title:
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Authorized Signatory
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Page 9 of 10
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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Page 10 of 10
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