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)

 

*

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.

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 Issuer’s American Depositary Shares, each representing two Class A ordinary shares.

 

 

 


SCHEDULE 13G

 

CUSIP No. 137586 103

 

 

  1   

Names of Reporting Persons

 

Xiaojun Zhang

  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

 

People’s Republic of China

Number of

Shares

Beneficially

Owned by

Each Reporting

Person

With:

     

Sole Voting Power

 

38,275,787(1)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

38,275,787(1)

   8   

Shared Dispositive Power

 

0

  9   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

38,275,787(1)

10  

Check if the aggregate amount in row (9) excludes certain shares (See Instructions)

 

11  

Percent of class represented by amount in row (9)

 

49.7% of Class B ordinary shares. 12.6% 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 43.4% of the total outstanding voting power.(3)

12  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Represents 38,275,787 Class B ordinary shares held by Eagle Central Holding Limited.

(2)

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.

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 8


  1   

Names of Reporting Persons

 

Eagle Central Holding 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

 

British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person
With:
     

Sole Voting Power

 

38,275,787(1)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

38,275,787(1)

   8   

Shared Dispositive Power

 

0

  9   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

38,275,787(1)

10  

Check if the aggregate amount in row (9) excludes certain shares (See Instructions)

 

11  

Percent of class represented by amount in row (9)

 

49.7% of Class B ordinary shares. 12.6% 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 43.4% of the total outstanding voting power.(3)

12  

Type of Reporting Person (See Instructions)

 

CO

 

(1)

Represents 38,275,787 Class B ordinary shares held by Eagle Central Holding Limited.

(2)

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.

 

Page 3 of 8


 

Item 1.

 

(a)

Name of Issuer:

Cango Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

10A, Building 3, Youyou Century Plaza

428 South Yanggao Road

Pudong New Area, Shanghai 200127

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

 

  (i)

Xiaojun Zhang, a citizen of the People’s Republic of China; and

 

  (ii)

Eagle Central Holding Limited (“Eagle Central”), a company organized under the law of the British Virgin Islands and is wholly-owned by Xiaojun Zhang.

 

(b)

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

 

  (i)

The address of Xiaojun Zhang is 10A, Building 3, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200127, People’s Republic of China.

 

  (ii)

The registered address of Eagle Central is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

 

(c)

Citizenship:

Xiaojun Zhang is a citizen of the People’s Republic of China. Eagle Central is organized under the law of the British Virgin Islands.

 

(d)

Title and Class of Securities:

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.

 

(e)

CUSIP No.:

137586 103

 

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.

 

Page 4 of 8


Item 4.

Ownership

 

Reporting
Person(1)

   Amount
beneficially
owned
     Percent
of class(2)
    Sole power
to vote or
direct to
vote(2)
     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
     Percentage
of
aggregate
voting
power(3)
 

Xiaojun Zhang

     38,275,787        12.6     38,275,787        0        38,275,787        0        43.4

Eagle Central

     38,275,787        12.6     38,275,787        0        38,275,787        0        43.4

 

(1)

As of December 31, 2019, Eagle Central directly owned 38,275,787 of the Issuer’s Class B ordinary shares. Eagle Central is wholly-owned by Xiaojun Zhang. Accordingly, Xiaojun Zhang may thereby be deemed to beneficially own the 38,275,787 Class B ordinary shares owned by Eagle Central.

(2)

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.

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.

 

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.

 

Page 5 of 8


Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.

 

Page 6 of 8


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

 

Xiaojun Zhang
By:   /s/ Xiaojun Zhang
Name:   Xiaojun Zhang
Title:   Chairman

 

Eagle Central holding Limited
By:   /s/ Xiaojun Zhang
Name:   Xiaojun Zhang
Title:   Authorized Signatory

 

Page 7 of 8


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Joint Filing Agreement

 

Page 8 of 8

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