0001193125-19-024601.txt : 20190201 0001193125-19-024601.hdr.sgml : 20190201 20190201061004 ACCESSION NUMBER: 0001193125-19-024601 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190201 DATE AS OF CHANGE: 20190201 GROUP MEMBERS: MEDWAY BRILLIANT HOLDING LTD GROUP MEMBERS: XIEHUAI L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cango Inc. CENTRAL INDEX KEY: 0001725123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90808 FILM NUMBER: 19557641 BUSINESS ADDRESS: STREET 1: 10A, BUILDING 3, YOUYOU CENTURY PLAZA STREET 2: 428 SOUTH YANGGAO ROAD, PUDONG NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 200127 BUSINESS PHONE: 86-21-3183-0016 MAIL ADDRESS: STREET 1: 10A, BUILDING 3, YOUYOU CENTURY PLAZA STREET 2: 428 SOUTH YANGGAO ROAD, PUDONG NEW AREA CITY: SHANGHAI STATE: F4 ZIP: 200127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lin Jiayuan CENTRAL INDEX KEY: 0001766000 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 d681078dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Cango Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

137586 103 (1)

(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 the disclosures provided in a prior cover page.

The information required in 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).

 

(1)

This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares.

 

 

 

SCHEDULE 13G

 

CUSIP No.

 

137586 103

  

 

  1    

Names of Reporting Persons

 

Jiayuan Lin

  2   

Check the appropriate box if a member of a Group (see instructions)

(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:

      5     

Sole Voting Power

 

61,166,577(1)

     6     

Shared Voting Power

 

0

     7     

Sole Dispositive Power

 

61,166,577(1)

     8     

Shared Dispositive Power

 

0

  9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

61,166,577(1)

10    

Check if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

11    

Percent of class represented by amount in row (9)

 

9.5% of Class A ordinary shares. 50.3% of Class B ordinary shares. 20.2% of total ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares.(2) The voting power of the shares beneficially owned represent 45.2% of the total outstanding voting power.(3)

12    

Type of Reporting Person (See Instructions)

 

IN

 

 

Page 2 of 12

(1)

Represents (i) 39,882,922 Class B ordinary shares held by Medway Brilliant Holding Limited and (ii) 21,283,655 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 302,809,892 issued and outstanding ordinary shares as a single class, being the sum of 223,484,172 Class A ordinary shares and 79,325,720 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018. 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 May 2018, the Issuer’s co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which provides that they shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. If no consensus could be reached, the decision made by Mr. Zhang prevails, subject to certain exceptions. As of December 31, 2018, the co-founders collectively exercised 85.1% of the aggregate voting power of the Issuer’s issued and outstanding share capital.

 

Page 3 of 12

  1    

Names of Reporting Persons

 

Medway Brilliant Holding Limited

  2   

Check the appropriate box if a member of a Group (see instructions)

(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:

      5     

Sole Voting Power

 

61,166,577(1)

     6     

Shared Voting Power

 

0

     7     

Sole Dispositive Power

 

61,166,577(1)

     8     

Shared Dispositive Power

 

0

  9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

61,166,577(1)

10  

Check if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

11  

Percent of class represented by amount in row (9)

 

9.5% of Class A ordinary shares. 50.3% of Class B ordinary shares. 20.2% of total ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares.(2) The voting power of the shares beneficially owned represent 45.2% of the total outstanding voting power.(3)

12  

Type of Reporting Person (See Instructions)

 

CO

 

 

Page 4 of 12

(1)

Represents (i) 39,882,922 Class B ordinary shares held by Medway Brilliant Holding Limited and (ii) 21,283,655 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 302,809,892 issued and outstanding ordinary shares as a single class, being the sum of 223,484,172 Class A ordinary shares and 79,325,720 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018. 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.

 

Page 5 of 12

  1   

Names of Reporting Persons

 

Xiehuai L.P.

  2   

Check the appropriate box if a member of a Group (see instructions)

(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:

      5     

Sole Voting Power

 

21,283,655(1)

     6     

Shared Voting Power

 

0

     7     

Sole Dispositive Power

 

21,283,655(1)

     8     

Shared Dispositive Power

 

0

  9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,283,655(1)

10  

Check if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

 

11  

Percent of class represented by amount in row (9)

 

9.5% of Class A ordinary shares. 7.0% of total ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary
shares.(2) The voting power of the shares beneficially owned represent 1.2% of the total outstanding voting power.(3)

12  

Type of Reporting Person (See Instructions)

 

PN

 

 

Page 6 of 12

(1)

Represents 21,283,655 Class A ordinary shares held by Xiehuai L.P., of which Medway Brilliant Holding Limited is the general partner.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 302,809,892 issued and outstanding ordinary shares as a single class, being the sum of 223,484,172 Class A ordinary shares and 79,325,720 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018. 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.

 

Page 7 of 12

    Item 1.

 

(a)

Name of Issuer:

Cango Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

10A, Building 3, Youyou Century Plaza

428 South Yanggao Road

Pudong New Area, Shanghai 200127

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

 

  (i)

Jiayuan Lin, a citizen of the People’s Republic of China;

 

  (ii)

Medway Brilliant Holding Limited (“Medway Brilliant”), a company established in the British Virgin Islands and is wholly-owned by Jiayuan Lin; and

 

  (iii)

Xiehuai L.P. is a limited partnership established in the British Virgin Islands, of which Medway Brilliant is the general partner.

 

(b)

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

 

  (i)

The address of Jiayuan Lin is 10A, Building 3, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200127, People’s Republic of China.

 

  (ii)

The registered address of Medway Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

 

  (iii)

The registered address of Xiehuai L.P. is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

 

(c)

Citizenship:

Jiayuan Lin is a citizen of the People’s Republic of China. Medway Brilliant and Xiehuai L.P. are established in the British Virgin Islands.

 

(d)

Title and Class of Securities:

Class A ordinary shares, par value US$0.0001 per share. 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.

 

(e)

CUSIP No.:

137586 103

 

Page 8 of 12

Item 3.

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

Not applicable.

 

Item 4.

Ownership

 

Reporting

Person(1)

    Amount
beneficially
owned		      Percent
of class(2)		     Sole power
to vote or
direct to
vote(2)		      Shared
power to
vote or to
direct
the
vote		      Sole power
to
dispose or to
direct the
disposition
of(1)		      Shared power
to dispose or
to direct the
disposition of		      Percentage
of aggregate
voting
power(3)		  

Jiayuan Lin

      61,166,577        20.2 %      61,166,577        0        61,166,577        0        45.2 % 

Medway Brilliant

      61,166,577        20.2 %      61,166,577        0        61,166,577        0        45.2 % 

Xiehuai L.P.

      21,283,655        7.0 %      21,283,655        0        21,283,655        0        1.2 % 

 

(1)

As of December 31, 2018, Xiehuai L.P. directly owned 21,283,655 Class A ordinary shares. Medway Brilliant is the general partner of Xiehuai L.P., and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 21,283,655 Class A ordinary shares owned by Xiehuai L.P. In addition, as of December 31, 2018, Medway Brilliant directly owned 39,882,922 Class B ordinary shares. Medway Brilliant is wholly-owned by Jiayuan Lin, and accordingly, Jiayuan Lin may thereby be deemed to beneficially own the 21,283,655 Class A ordinary shares and 39,882,922 Class B ordinary shares beneficially owned by Medway Brilliant.

(2)

The percentage of the class of securities beneficially owned by each reporting person is based on 302,809,892 issued and outstanding ordinary shares as a single class, being the sum of 223,484,172 Class A ordinary shares and 79,325,720 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018, assuming conversion of all Class B ordinary shares into Class A ordinary shares.

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2018. 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 May 2018, the Issuer’s co-founders Mr. Xiaojun Zhang and Mr. Jiayuan Lin entered into a voting agreement, which provides that they shall reach a consensus before exercising their voting rights with respect to the Issuer’s shares. If no consensus could be reached, the decision made by Mr. Zhang prevails, subject to certain exceptions. As of December 31, 2018, the co-founders collectively exercised 88.8% of the aggregate voting power of the Issuer’s issued and outstanding share capital.

 

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.

 

Page 9 of 12

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control 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.

 

Page 10 of 12

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2019

 

Jiayuan Lin
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Chief Executive Officer and Director
Medway Brilliant Holding Limited
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Authorized Signatory
Xiehuai L.P.
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Authorized Signatory

 

Page 11 of 12

EXHIBIT INDEX

 

Exhibit
No.		   

Description

99.1    Joint Filing Agreement

 

Page 12 of 12

EX-99.1 2 d681078dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value US$0.0001 per share, of Cango Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 1, 2019.

 

Jiayuan Lin
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Chief Executive Officer and Director
Medway Brilliant Holding Limited
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Authorized Signatory
Xiehuai L.P.
By:  

/s/ Jiayuan Lin

Name:   Jiayuan Lin
Title:   Authorized Signatory