Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
2024年5月8日 - 9:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
FANHUA INC.
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
G3314G 102
(CUSIP Number)
HIGHEST PERFORMANCES HOLDINGS INC
c/o 61/F, Pearl River Tower
No. 15 Zhujiang West Road
Zhujiang New Town, Guangzhou, Guangdong 510623
People’s Republic of China
Attention: Hu Yinan, Chief Executive Officer
Tel: +86-020-28381666
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
May 7, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* | 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 disclosures provided in a prior cover page. |
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. G3314G 102 |
SCHEDULE 13D |
Page 2 of 5 |
1 |
NAMES
OF REPORTING PERSONS |
Highest Performances Holdings Inc. (formerly known as Puyi Inc.) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ☐
|
(b) ☒ |
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
OO |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER |
580,394,728 ordinary shares |
8 |
SHARED
VOTING POWER |
0 |
9 |
SOLE
DISPOSITIVE POWER |
580,394,728 ordinary shares |
10 |
SHARED
DISPOSITIVE POWER |
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
580,394,728 ordinary shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
51.2%1 |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
CO |
1 | Based on 1,134,108,474 ordinary shares outstanding as of
March 31, 2024, , as reported by the Issuer in its Annual Report on Form 20-F filed with the Securities and Exchange Commission (the
“Commission”) on April 29, 2024. |
Introductory Note
This Amendment No. 1 on Schedule 13D/A (this “Amendment
No. 1”) amends and supplements the statement on Schedule 13D previously filed by the Reporting Person with the Commission on December
29, 2023 (the “Original Filing”).
Unless otherwise stated herein, the Original Filing
remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Filing.
Item 3. Source and Amount of Funds or Other
Consideration
The information set forth
in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
Item 4 is
hereby amended and supplemented in its entirety as follows:
As of May
8, 2024, the Reporting Person has purchased 608,405 American Depositary Shares (“ADS”) of the Issuer, equivalent to 12,168,100
Ordinary Shares of the Issuer, on the open market for an aggregate purchase price of US$2,088,076.27, increasing its shareholding in Fanhua
Inc. from 50.1% to 51.2%. Such transactions were funded by the Reporting Person through internally generated funds.
Item 5. Interest in Securities
of the Company
Item 5 is hereby amended
and restated in its entirety as follows:
(a), (b) The following table sets forth
the beneficial ownership of Ordinary Shares of the Issuer for the Reporting Person.
| |
| | |
| | |
Number of Shares as to which Such Person has: | |
Name | |
Amount Beneficially Owned(1) | | |
Percentage of Class(2) | | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | |
Highest Performances Holdings Inc. | |
| 580,394,728 | | |
| 51.2 | % | |
| 580,394,728 | | |
| 0 | | |
| 580,394,728 | | |
| 0 | |
(1) | Beneficial ownership is determined in accordance with Rule
13d-3 of the General Rules and Regulations under the Exchange Act and includes voting or investment power with respect to the securities. |
(2) | Percentage of beneficial ownership of each listed person
is based on 1,134,108,474 Ordinary Shares outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F
filed with the Commission on April 29, 2024. |
(c) | During the 60 days preceding the filing of this Schedule
13D/A, the Reporting Person purchased an aggregate of 608,405 ADS of the Issuer in open market transactions for an aggregate purchase
price of US$2,088,076.27 as follows: |
Transaction Date | |
ADS Purchased | | |
Average
Price Per
ADS | |
2024-04-29 | |
| 3,000 | | |
| 3.4804 | |
2024-04-30 | |
| 12,000 | | |
| 3.4857 | (1) |
2024-05-01 | |
| 50,000 | | |
| 3.3198 | |
2024-05-02 | |
| 200,000 | | |
| 3.4381 | |
2024-05-03 | |
| 200,000 | | |
| 3.4479 | |
2024-05-06 | |
| 100,000 | | |
| 3.4708 | (2) |
2024-05-07 | |
| 43,405 | | |
| 3.3530 | |
(1) | The price reported is a weighted average price. These ADSs
were purchased in multiple transactions at prices ranging from US$3.3782 to US$3.6000, inclusive, through a broker. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information
regarding the number of shares sold at each separate price. |
(2) | The price reported is a weighted average price. These ADSs
were purchased in multiple transactions at prices ranging from US$3.4428 to US$3.4988, inclusive, through a broker. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information
regarding the number of shares sold at each separate price. |
(d) | To the best knowledge of the Reporting Person, except for
the agreements described in this Schedule 13D/A, no one other than the Reporting Person, or the holders of interests in the Reporting
Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary
Shares or ADSs. |
Item 6. Contracts, Arrangements, Understandings,
or Relationships with respect to Securities of the Company
Item
6 is hereby amended by incorporating by reference the information set forth in Item 4 above.
Except
as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Person and any person with respect
to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: May 8, 2024
|
Highest Performances Holdings Inc. |
|
|
|
|
By: |
/s/ Hu Yinan |
|
|
Name: |
Hu Yinan |
|
|
Title: |
Vice-Chairman of the Board,
Chief Executive Officer |
5
Exhibit 99.1
DIRECTORS AND EXECUTIVE OFFICERS OF HIGHEST
PERFORMANCES HOLDINGS INC.
The business address of each of the following directors
and executive officers is 61/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People’s Republic of
China.
Name |
|
Citizenship |
|
Position |
Peh Chin Hua |
|
Singapore |
|
Chairman of the Board |
Hu Yinan |
|
PRC |
|
Vice-Chairman of the Board and Chief Executive Officer |
Yang Yuanfen |
|
PRC |
|
Chief Financial Officer, Vice President and Head of Finance Department |
Ren Yong |
|
PRC |
|
Director |
Kong Youjie |
|
PRC |
|
Director |
Luo Jidong |
|
PRC |
|
Independent Director |
Zhai Lihong |
|
PRC |
|
Independent Director |
Fanhua (NASDAQ:FANH)
過去 株価チャート
から 5 2024 まで 6 2024
Fanhua (NASDAQ:FANH)
過去 株価チャート
から 6 2023 まで 6 2024