0001104659-25-056381.txt : 20250604 0001104659-25-056381.hdr.sgml : 20250604 20250604160058 ACCESSION NUMBER: 0001104659-25-056381 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250604 DATE AS OF CHANGE: 20250604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cango Inc. CENTRAL INDEX KEY: 0001725123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90808 FILM NUMBER: 251023031 BUSINESS ADDRESS: STREET 1: 8F, NEW BUND ORIENTAL PLAZA II STREET 2: 556 WEST HAIYANG ROAD, PUDONG CITY: SHANGHAI STATE: F4 ZIP: 200127 BUSINESS PHONE: 86-21-3183-0016 MAIL ADDRESS: STREET 1: 8F, NEW BUND ORIENTAL PLAZA II STREET 2: 556 WEST HAIYANG ROAD, PUDONG CITY: SHANGHAI STATE: F4 ZIP: 200127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lin Jiayuan CENTRAL INDEX KEY: 0001766000 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 10A, BUILDING 3, YOUYOU CENTURY PLAZA STREET 2: 428 SOUTH YANGGAO ROAD, PUDONG NEW AREA CITY: SHANGHAI STATE: K3 ZIP: 200127 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193125-22-179189 0001766000 XXXXXXXX LIVE 4 Class A Ordinary Shares, par value US$0.0001 per share 06/02/2025 false 0001725123 137586103 Cango Inc.

8F, New Bund Oriental Plaza II 556 West Haiyang Road, Pudong New Area Shanghai F4 00000

Mr. Jiayuan Lin 86-21-3183-5087 8F, New Bund Oriental Plaza II 556 West Haiyang Road, Pudong New Area Shanghai F4 200124 Yi Gao, Esq. 852-2514-7600 Simpson Thacher & Bartlett, 35th Floor ICBC Tower, 3 Garden Road, Central Hong Kong K3 00000 0001766000 N Jiayuan Lin b OO N F4 52988077.00 0.00 52988077.00 0.00 52988077.00 N 28.6 IN Box 7, Box 9 and Box 11 - Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 2,736,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited, (iii) 1 Class A ordinary share held by Medway Brilliant Holding Limited and (iv) 15,548,816 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him. Box 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 134,798,949 Class A ordinary shares of the Issuer issued and outstanding as of June 2, 2025, as provided by the Issuer, (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares and (iii) 15,548,816 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. The voting power of the shares beneficially owned by the reporting person represents 44.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 134,798,949 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of June 2, 2025, as provided by the Issuer, as well as (ii) 15,548,816 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. 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. Y Traveler Holdings Limited b OO N D8 37439260.00 0.00 37439260.00 0.00 37439260.00 N 22.1 CO Box 7, Box 9 and Box 11 - Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited and (ii) 2,736,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited. Traveler Enterprise Limited is wholly owned by Traveler Holdings Limited. Box 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 134,798,949 Class A ordinary shares of the Issuer issued and outstanding as of June 2, 2025 and (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. Y Traveler Enterprise Limited b OO N D8 37439260.00 0.00 37439260.00 0.00 37439260.00 N 22.1 CO Box 7, Box 9 and Box 11 - Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited and (ii) 2,736,370 Class A ordinary shares represented by American Depositary Shares that are beneficially owned by Traveler Enterprise Limited. Box 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on (i) 134,798,949 Class A ordinary shares of the Issuer issued and outstanding as of June 2, 2025 and (ii) 34,702,890 Class B ordinary shares beneficially owned by the reporting person, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. Class A Ordinary Shares, par value US$0.0001 per share Cango Inc. 8F, New Bund Oriental Plaza II 556 West Haiyang Road, Pudong New Area Shanghai F4 00000 This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") hereby amends the prior statement on Schedule 13D initially filed with the U.S. Securities and Exchange Commission on June 23, 2022, as amended by the Amendment No. 1 to Schedule 13D filed on March 3, 2023, the Amendment No. 2 to Schedule 13D filed on August 20, 2024 and the Amendment No. 3 to Schedule 13D filed on January 2, 2025 (as so amended, collectively, the "Schedule 13D"), on behalf of each of Mr. Jiayuan Lin, a citizen of the People's Republic of China, Traveler Holdings Limited, a company established in the British Virgin Islands, and Traveler Enterprise Limited, a company established in the British Virgin Islands and wholly owned by Traveler Holdings Limited. Except as amended and supplemented herein, the information previously reported in the Schedule 13D remains unchanged. Capitalized terms used but not defined herein have the meanings assigned thereto in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs before the last paragraph thereof: On June 2, 2025, Mr. Jiayuan Lin and Traveler Enterprise Limited entered into a securities purchase agreement (the "Agreement") with Enduring Wealth Capital Limited, a company established in the British Virgin Islands ("EWCL"), among others, pursuant to which Traveler Enterprise Limited will sell an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions) (the "Resale Transaction"). Pursuant to the Agreement, Mr. Xiaojun Zhang, the other co-founder and chairman of the Issuer, and his holding company will also sell an aggregate of 5,000,000 Class B ordinary shares of the Issuer to EWCL for a total purchase price of US$35 million (of which US$7.5 million will be payable only upon the satisfaction of certain conditions). The Issuer is also a party to the Agreement and agreed to undertake certain corporate actions in connection with the Resale Transaction. Pursuant to the Agreement, in connection with the Resale Transaction, the Issuer will take necessary corporate actions to ensure that the shares of the Issuer to be acquired by EWCL from Traveler Enterprise Limited will continue to be Class B ordinary shares which are entitled to 20 votes per share, and Mr. Jiayuan Lin will voluntarily convert all of the remaining Class B ordinary shares held by the Reporting Persons into Class A ordinary shares of the Issuer with one vote per share. Following the foregoing transactions, Mr. Jiayuan Lin and Mr. Xiaojun Zhang will cease to collectively hold more than 50% of the total voting power of the outstanding shares of the Issuer. In addition, the board and management team of the Issuer will be restructured in such manner as requested by EWCL conditional upon and effective immediately after closing of the Resale Transaction. The Issuer's execution of the Agreement was approved by the Issuer's audit committee and board. As contemplated by the Agreement, the Issuer is required to obtain shareholders' approval of the corporate actions that the Issuer will need to take to ensure that the shares to be acquired by EWCL from Traveler Enterprise Limited will continue to be Class B ordinary shares with 20 votes per share and to perform the Issuer's other obligations under the Agreement, among others. Closing of the Resale Transaction is subject to various closing conditions including, among others, the shareholders' approval mentioned above. There can be no assurance that all the closing conditions will be satisfied or that the Resale Transaction will be approved or consummated. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. As of the date hereof, (i) 34,702,890 Class B ordinary shares are held directly by Traveler Enterprise Limited, (ii) 2,736,370 Class A ordinary shares represented by American Depositary Shares are beneficially owned by Traveler Enterprise Limited, (iii) 1 Class A ordinary share is held by Medway Brilliant Holding Limited and (iv) Mr. Jiayuan Lin holds options to purchase up to 15,548,816 Class A ordinary shares exercisable within 60 days of the date hereof. The percentage of the class of securities beneficially owned is calculated based on (i) 134,798,949 Class A ordinary shares of the Issuer issued and outstanding as of June 2, 2025, as provided by the Issuer, (ii) 34,702,890 Class B ordinary shares beneficially owned by the Reporting Persons, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares and (iii) 15,548,816 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised, as applicable. The voting power of the shares beneficially owned by Mr. Jiayuan Lin represents 44.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of (i) a total of 134,798,949 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of June 2, 2025, as provided by the Issuer, as well as (ii) 15,548,816 Class A ordinary shares that Mr. Jiayuan Lin has the right to acquire within 60 days after the date hereof pursuant to the terms of the options granted to him, assuming such options were exercised. 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 addition to the Special Option Grant, as described further in Item 6 below, the Issuer granted certain options to purchase Class A ordinary shares to Mr. Jiayuan Lin pursuant to the Issuer's 2018 share incentive plan (the "2018 Plan"). By virtue of the voting agreement described further in Item 6 below, the Reporting Persons and certain parties thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. Each Reporting Person disclaims beneficial ownership of the Class A ordinary shares that may be deemed to be beneficially owned solely by virtue of the voting agreement. Please refer to item 5(a). The information set forth in Items 3, 4 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A ordinary Shares during the past 60 days. Not applicable. Not applicable. Item 7 of the Schedule 13D is hereby amended by adding the following: C. --Securities Purchase Agreement, dated as of June 2, 2025, by and among the Reporting Persons, EWCL, Mr. Xiaojun Zhang, Eagle Central Holding Limited and the Issuer (incorporated by reference to Exhibit 99.2 to current report on Form 6-K furnished by the Issuer on June 3, 2025: https://www.sec.gov/Archives/edgar/data/1725123/000110465925055665/tm2516876d1_ex99-2.htm) Jiayuan Lin /s/ Jiayuan Lin 06/04/2025 Traveler Holdings Limited /s/ MOCK Yuk Sim /s/ LAU LUI Yeuk Hang 06/04/2025 Traveler Enterprise Limited /s/ Jiayuan Lin 06/04/2025