SC 13G/A 1 d700389dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 SCHEDULE 13G Amendment No. 1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

PPDAI Group Inc.

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

69354V108**

(CUSIP Number)

December 31, 2018

(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 disclosures provided in a prior cover page.

**

CUSIP number 69354V108 has been assigned to the American depositary shares of the issuer, which are quoted on the New York Stock Exchange under the symbol “PPDF.” Each ADS represents five 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. 69354V108    Page 2 of 8 pages

 

  1   

Name of Reporting Person

 

Maggie & Tony Limited

  2  

Check the Appropriate Box if a Member of a Group

(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

 

86,300,000 (1)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

86,300,000 (1)

   8   

Shared Dispositive Power

 

0

  9   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

86,300,000 (1)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11  

Percent of Class Represented by Amount in Row 9

 

5.8%

12  

Type of Reporting Person

 

CO

 

(1)

Represents (i) 84,300,000 Class B ordinary shares, and (ii) 400,000 ADSs, representing 2,000,000 Class A ordinary shares, directly held by Maggie & Tony Limited, a company incorporated in the British Virgin Islands. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote.


CUSIP No. 69354V108    Page 3 of 8 pages

 

  1   

Name of Reporting Person

 

Wei Luo

  2  

Check the Appropriate Box if a Member of a Group

(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

 

0

   6   

Shared Voting Power

 

86,550,000 (2)

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

86,550,000 (2)

  9   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

86,550,000 (2)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11  

Percent of Class Represented by Amount in Row 9

 

5.8%

12  

Type of Reporting Person

 

IN

 

(2)

Represents (i) 84,300,000 Class B ordinary shares, (ii) 400,000 ADSs, representing 2,000,000 Class A ordinary shares, directly held by Maggie & Tony Limited, a company incorporated in the British Virgin Islands, and (iii) 250,000 Class A ordinary shares Mr. Congliang Li may purchase upon exercise of options within 60 days after December 31, 2018. Ms. Wei Luo is Mr. Congliang Li’s wife and is the sole shareholder and the sole director of Maggie & Tony Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.


CUSIP No. 69354V108    Page 4 of 8 pages

 

  1   

Name of Reporting Person

 

Congliang Li

  2  

Check the Appropriate Box if a Member of a Group

(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

 

0

   6   

Shared Voting Power

 

86,550,000 (3)

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

86,550,000 (3)

  9   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

86,550,000 (3)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

 

11  

Percent of Class Represented by Amount in Row 9

 

5.8%

12  

Type of Reporting Person

 

IN

 

(3)

Represents (i) 84,300,000 Class B ordinary shares, (ii) 400,000 ADSs, representing 2,000,000 Class A ordinary shares, directly held by Maggie & Tony Limited, a company incorporated in the British Virgin Islands, and (iii) 250,000 Class A ordinary shares Mr. Congliang Li may purchase upon exercise of options within 60 days after December 31, 2018. Mr. Congliang Li’s wife, Ms. Wei Luo, is the sole shareholder and the sole director of Maggie & Tony Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.


CUSIP No. 69354V108    Page 5 of 8 pages

 

Item 1(a).

Name of Issuer:

PPDAI Group Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Building G1, No. 999 Dangui Road, Pudong New District, Shanghai 201203, People’s Republic of China

 

Item 2(a).

Name of Person Filing:

Maggie & Tony Limited, Ms. Wei Luo and Mr. Congliang Li (collectively, the “Reporting Persons”)

 

Item 2(b).

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

The address of the Reporting Persons is Suite 1608, One Exchange Square, 8 Connaught Place, Central, Hong Kong.

 

Item 2(c)

Citizenship:

Maggie & Tony Limited is a British Virgin Islands company solely owned by Ms. Wei Luo, Mr. Congliang Li’s wife. Each of Wei Luo and Congliang Li is a citizen of the People Republic of China.

 

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, $0.00001 par value per share

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

Item 2(e).

CUSIP Number:

69354V108

This CUSIP number applies to the American depositary shares of the Issuer, each representing five Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable


CUSIP No. 69354V108    Page 6 of 8 pages

 

Item 4.

Ownership:

 

Reporting Person

   Amount
beneficially
owned
    Percent
of class
    Percent of
aggregate
voting
power
    Sole power to
vote or direct
the vote
    Shared power
to vote or to
direct the vote
    Sole power to
dispose or to
direct the
disposition of
    Shared power
to dispose or
to direct the
disposition of
 

Maggie & Tony Limited

     86,300,000  (1)       5.8 (3)      12.1 (4)      86,300,000  (1)       0       86,300,000  (1)       0  

Wei Luo

     86,550,000  (2)       5.8 (3)      12.1 (4)      0       86,550,000  (2)       0       86,550,000  (2)  

Congliang Li

     86,550,000  (2)       5.8 (3)      12.1 (4)      0       86,550,000  (2)       0       86,550,000  (2)  

 

(1)

Represents (i) 84,300,000 Class B ordinary shares, and (ii) 400,000 ADSs, representing 2,000,000 Class A ordinary shares, directly held by Maggie & Tony Limited, a company incorporated in the British Virgin Islands. Mr. Congliang Li’s wife, Ms. Wei Luo, is the sole shareholder and the sole director of Maggie & Tony Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(2)

Represents (i) 84,300,000 Class B ordinary shares directly held by Maggie & Tony Limited, a company incorporated in the British Virgin Islands, (ii) 400,000 ADSs, representing 2,000,000 Class A ordinary shares, directly held by Maggie & Tony Limited, and (iii) 250,000 Class A ordinary shares Mr. Congliang Li may purchase upon exercise of options within 60 days after December 31, 2018. Mr. Congliang Li’s wife, Ms. Wei Luo, is the sole shareholder and the sole director of Maggie & Tony Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(3)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,486,770,169 ordinary shares (being the sum of 827,770,169 Class A ordinary shares and 659,000,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018. In computing the percentage ownership of a Reporting Person, we have included shares that the Reporting Person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2018.

(4)

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 holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

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 Controlling 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


CUSIP No. 69354V108    Page 7 of 8 pages

 

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 13, 2019

 

MAGGIE & TONY LIMITED
By:  

/s/ Wei Luo

Name:   Wei Luo
Title:   Director
WEI LUO

/s/ Wei Luo

CONGLIANG LI

/s/ Congliang Li


CUSIP No. 69354V108    Page 8 of 8 pages

 

LIST OF EXHIBITS

 

Exhibit
No.
  

Description

A    Joint Filing Agreement