0001104659-18-049800.txt : 20180806 0001104659-18-049800.hdr.sgml : 20180806 20180806160229 ACCESSION NUMBER: 0001104659-18-049800 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180806 DATE AS OF CHANGE: 20180806 GROUP MEMBERS: JYLU HOLDINGS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jianpu Technology Inc. CENTRAL INDEX KEY: 0001713923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90190 FILM NUMBER: 18994716 BUSINESS ADDRESS: STREET 1: 21/F INTERNET FINANCE CENTER STREET 2: DANLING STREET CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 00861082625755 MAIL ADDRESS: STREET 1: 21/F INTERNET FINANCE CENTER STREET 2: DANLING STREET CITY: BEIJING STATE: F4 ZIP: 100080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lu Jiayan CENTRAL INDEX KEY: 0001746334 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 21/F, INTERNET FINANCE CENTER STREET 2: DANLING STREET CITY: BEIJING STATE: F4 ZIP: 100080 SC 13D 1 a18-18250_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

Jianpu Technology Inc.

(Name of Issuer)

 

Class B ordinary shares, US$0.0001 par value per share

(Title of Class of Securities)

 

G51390 105

(CUSIP Number)

 

Jiayan Lu

JYLu Holdings Ltd.

c/o Jianpu Technology Inc.

21/F Internet Finance Center

Danling Street,

Beijing, 100080

People’s Republic of China

Telephone: +86-10-8302-3688

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 6, 2018

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* This statement on Schedule 13D (the “Schedule 13D”) constitutes an initial Schedule 13D filing on behalf of Jiayan Lu and JYLu Holdings Ltd., with respect to the Class B ordinary shares, par value US$0.0001 per share (“Class B Ordinary Shares”) of Jianpu Technology Inc., a Cayman Islands company (the “Issuer”). The Class B Ordinary Shares beneficially owned by Mr. Jiayan Lu and JYLu Holdings Ltd. were previously reported on a Schedule 13G filed on February 8, 2018.

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.   G51390 105

 

 

1

Names of Reporting Persons
Jiayan Lu

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
The People’s Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
29,515,235 ordinary shares(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
29,515,235 ordinary shares
(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
29,515,235 ordinary shares
(1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.0%
(2)

 

 

14

Type of Reporting Person (See Instructions)
IN

 


(1)   Represents (i) 28,738,439 Class B ordinary shares held by JYLu Holding Ltd., and (ii) 776,796 Class A Ordinary Shares issuable upon exercise of options and vesting of restricted shares within 60 days after the date of June 30, 2018. JYLu Holding Ltd. is a British Virgin Islands company wholly owned by Mr. Jiayan Lu. Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. 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.

 

The calculation is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B ordinary shares redesignated from the Issuer’s outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

2



 

CUSIP No.   G51390 105

 

 

1

Names of Reporting Persons
JYLu Holdings Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
28,738,439 ordinary shares(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
28,738,439 ordinary shares
(1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
28,738,439 ordinary shares
(1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.8%
(2) 

 

 

14

Type of Reporting Person (See Instructions)
CO

 


(1)   Represents 28,738,439 Class B Ordinary Shares held by JYLu Holding Ltd. JYLu Holding Ltd. is a British Virgin Islands company wholly owned by Mr. Jiayan Lu.

 

(2)   The calculation is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B ordinary shares redesignated from the Issuer’s outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

3



 

Item 1.         Security and Issuer.

 

This Schedule 13D relates to the Class B Ordinary Shares of Jianpu Technology Inc., a Cayman Islands company (the “Issuer”), par value US$0.0001 per share. The Issuer has also issued Class A Ordinary Shares, including Class A Ordinary Shares represented by American depositary shares (the “ADSs”), each two representing five Class A Ordinary Shares, of the Issuer. The ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “JT.”

 

The principal executive offices of the Issuer are located at 21/F Internet Finance Center, Danling Street, Beijing, 100080, People’s Republic of China.

 

Item 2.         Identity and Background.

 

(a)—(c), (f)                                   This Schedule 13D is being jointly filed by Mr. Jiayan Lu, and JYLu Holdings Ltd. (the “Reporting Persons” and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Ordinary Shares represented by the ADSs) held by each other Reporting Person.

 

The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

 

Mr. Jiayan Lu is the chief operating officer of the Issuer. Mr. Jiayan Lu is a citizen of the People’s Republic of China. The principal business address of Mr. Jiayan Lu is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street,  Beijing 100080, People’s Republic of China.

 

JYLu Holdings Ltd. is principally an investment holding vehicle and is wholly owned and controlled by Mr. Jiayan Lu. The principal business address of JYLu Holdings Ltd. is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street,  Beijing 100080, People’s Republic of China. The name, business address, present principal employment and citizenship of each director and executive officer of JYLu Holdings Ltd. are set forth in Schedule A hereto and are incorporated herein by reference.

 

(d), (e)             During the last five years, none of the Reporting Persons and, to the best knowledge of each Reporting Person, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.         Source and Amount of Funds or Other Consideration.

 

Not applicable.

 

4



 

Item 4.         Purpose of Transaction.

 

Before its initial public offering, the Issuer has undertaken a corporate restructuring (the “Restructuring”), which entails the transfer of the platform business from the RONG360 Inc., a Cayman Islands exempted company, and its consolidated subsidiaries (excluding the Issuer, its subsidiaries and its consolidated variable interest entity) (the “RONG360”), to the subsidiaries and consolidated variable interest entity of the Issuer. Now the Issuer has completed the Restructuring and the existing shareholders of RONG360  becomes the Issuer’s shareholders through a distribution of our shares in proportion to RONG360’s current shareholding structure.

 

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.         Interest in Securities of the Issuer.

 

(a)—(b)     The responses of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 420,063,797 ordinary shares outstanding as of June 30, 2018, including (1) 317,592,002 Class A Ordinary Shares, (2) 102,471,795 Class B Ordinary Shares redesignated from the Issuer’s outstanding ordinary shares held by RONG360 Inc., assuming conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote, and each Class B Ordinary Share will be entitled to ten votes. 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.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

 

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.

 

(c)  None of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

 

(d)  Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other 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 beneficially owned by any of the Reporting Persons.

 

(e)  Not applicable.

 

5



 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit No.

 

Description

 

 

 

A

 

Joint Filing Agreement, dated August 6, 2018 by and between the Reporting Persons.

 

6



 

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.

 

Date: August 6, 2018

 

 

 

/s/ Jiayan Lu

 

Jiayan Lu

 

 

 

 

 

JYLu Holdings Ltd.

 

 

 

By:

/s/ Jiayan Lu

 

Name:

Jiayan Lu

 

Title:

Director

 

7



 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS

 

JYLu Holdings Ltd.

 

The business address of the following individual is c/o Jianpu Technology Inc., 21/F Internet Finance Center, Danling Street, Beijing 100080, People’s Republic of China.

 

 

Name

Country of Citizenship

Director:

 

Jiayan Lu

People’s Republic of China

 

 

Executive Officers:

 

None.

[N/A]

 

8


EX-99.A 2 a18-18250_1ex99da.htm EX-A

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class B Ordinary Shares of Jianpu Technology Inc., par value US$ 0.0001 per share, and that this Agreement be included as an Exhibit to such joint filing.  Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: August 6, 2018

 

 

 

/s/ Jiayan Lu

 

Jiayan Lu

 

 

 

 

 

JYLu Holdings Ltd.

 

 

 

By:

/s/ Jiayan Lu

 

Name:

Jiayan Lu

 

Title:

Director