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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
(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
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*
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 disclosures provided in a prior cover page.
** CUSIP number 98372W103 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on the New York Stock Exchange under the symbol XYF. Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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. 98372W103
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Schedule 13G
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1.
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Names of Reporting Persons
Deal Vanguard Limited
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2.
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Check the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
12.5%
(2)
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12.
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Type of Reporting Person
CO
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(1) Represents 38,095,238 Class A ordinary shares held by Deal Vanguard Limited, a British Virgin Islands company wholly owned by Chow Tai Fook Enterprises Limited, which is wholly owned by Chow Tai Fook (Holding) Limited in which Chow Tai Fook Capital Limited holds a 81.03% equity interest.
(2) Calculated based on 303,614,298 ordinary shares issued and outstanding as of December 31, 2018, being the sum of (i) 206,014,298 Class A ordinary shares, (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.
2
CUSIP No. 98372W103
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Schedule 13G
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1.
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Names of Reporting Persons
Chow Tai Fook Enterprises Limited
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2.
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Check the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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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
Hong Kong
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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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
12.5%
(2)
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12.
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Type of Reporting Person
CO
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(1) Represents 38,095,238 Class A ordinary shares held by Deal Vanguard Limited, a British Virgin Islands company wholly owned by Chow Tai Fook Enterprises Limited, which is wholly owned by Chow Tai Fook (Holding) Limited in which Chow Tai Fook Capital Limited holds a 81.03% equity interest.
(2) Calculated based on 303,614,298 ordinary shares issued and outstanding as of December 31, 2018, being the sum of (i) 206,014,298 Class A ordinary shares, (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.
3
CUSIP No. 98372W103
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Schedule 13G
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1.
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Names of Reporting Persons
Chow Tai Fook (Holding) Limited
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2.
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Check the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
12.5%
(2)
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12.
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Type of Reporting Person
CO
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(1) Represents 38,095,238 Class A ordinary shares held by Deal Vanguard Limited, a British Virgin Islands company wholly owned by Chow Tai Fook Enterprises Limited, which is wholly owned by Chow Tai Fook (Holding) Limited in which Chow Tai Fook Capital Limited holds a 81.03% equity interest.
(2) Calculated based on 303,614,298 ordinary shares issued and outstanding as of December 31, 2018, being the sum of (i) 206,014,298 Class A ordinary shares, (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.
4
CUSIP No. 98372W103
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Schedule 13G
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1.
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Names of Reporting Persons
Chow Tai Fook Capital Limited
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2.
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Check the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(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
38,095,238 Class A ordinary shares
(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent of Class Represented by Amount in Row (9)
12.5%
(2)
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12.
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Type of Reporting Person
CO
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(1) Represents 38,095,238 Class A ordinary shares held by Deal Vanguard Limited, a British Virgin Islands company wholly owned by Chow Tai Fook Enterprises Limited, which is wholly owned by Chow Tai Fook (Holding) Limited in which Chow Tai Fook Capital Limited holds a 81.03% equity interest.
(2) Calculated based on 303,614,298 ordinary shares issued and outstanding as of December 31, 2018, being the sum of (i) 206,014,298 Class A ordinary shares, (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.
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Item 1(a).
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Name of Issue
r
:
X Financial (the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
7-8F, Block A, Aerospace Science and Technology Plaza, No. 168, Haide Third Avenue, Nanshan District, Shenzhen, 518067, the Peoples Republic of China
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Item 2(a).
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Name of Person Filing:
Deal Vanguard Limited
Chow Tai Fook Enterprises Limited
Chow Tai Fook (Holding) Limited
Chow Tai Fook Capital Limited
(collectively, the Reporting Persons)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
Deal Vanguard Limited
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands
Chow Tai Fook Enterprises Limited
32/F, New World Tower, 16-18 Queens Road Central, Hong Kong
Chow Tai Fook (Holding) Limited
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands
Chow Tai Fook Capital Limited
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands
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Item 2(c).
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Citizenship:
Deal Vanguard Limited: British Virgin Islands
Chow Tai Fook Enterprises Limited: Hong Kong
Chow Tai Fook (Holding) Limited: British Virgin Islands
Chow Tai Fook Capital Limited: British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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Item 2(e).
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CUSIP Number:
98372W103
This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
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Not applicable.
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6
Item 4.
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Ownership.
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The following information with respect to the ownership of the ordinary shares of par value of US$0.0001 per share of the Issuer by each of the reporting persons is provided as of December 31, 2018:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class
(1)
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Sole power to
vote or direct
the vote:
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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:
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Shared
power to
dispose or to
direct the
disposition
of:
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Percent of
Aggregate
voting
power
(2)
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Deal Vanguard Limited
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38,095,238
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12.5
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%
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38,095,238
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0
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38,095,238
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0
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1.8
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%
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Chow Tai Fook Enterprises Limited
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38,095,238
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12.5
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%
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38,095,238
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0
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38,095,238
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0
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1.8
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%
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Chow Tai Fook (Holding) Limited
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38,095,238
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12.5
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%
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38,095,238
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0
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38,095,238
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0
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1.8
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%
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Chow Tai Fook Capital Limited
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38,095,238
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12.5
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%
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38,095,238
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0
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38,095,238
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0
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1.8
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%
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(1) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 303,614,298 ordinary shares (being the sum of 206,014,298 Class A ordinary shares and 97,600,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2018.
(2) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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.
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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.
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Item 10.
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Certifications.
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Not applicable.
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7
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 14, 2019
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DEAL VANGUARD LIMITED
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By:
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/s/ Chi Hin Jacob Lee
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Name: Chi Hin Jacob Lee
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Title: Director
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CHOW TAI FOOK ENTERPRISES LIMITED
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By:
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/s/ On Yip Patrick Tsang
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Name: On Yip Patrick Tsang
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Title: Director
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CHOW TAI FOOK (HOLDING) LIMITED
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By:
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/s/ On Yip Patrick Tsang
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Name: On Yip Patrick Tsang
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Title: Director
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CHOW TAI FOOK CAPITAL LIMITED
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By:
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/s/ Kar Shing Cheng
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Name: Kar Shing Cheng
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Title: Director
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8
LIST OF EXHIBITS
Exhibit
No.
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Description
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A
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Joint Filing Agreement
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9