UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )*
FinVolution Group
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
31810T101
(CUSIP Number)
December 31, 2023
(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)
[ X ] 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).
| CUSIP No. 31810T101 | Schedule 13G | Page 1 of 8 |
| 1 | Names of Reporting Persons Sun Hung Kai & Co. Limited |
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| 2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization Hong Kong |
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| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
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| 6 | Shared Voting Power 10,733,483 |
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| 7 | Sole Dispositive Power 0 |
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| 8 | Shared Dispositive Power 10,733,483 |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,733,483 |
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
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| 11 | Percent of Class Represented by Amount in Row 9 6.45% |
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| 12 | Type of Reporting Person CO |
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| CUSIP No. 31810T101 | Schedule 13G | Page 2 of 8 |
| 1 | Names of Reporting Persons Shipshape Investments Limited |
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| 2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization British Virgin Islands |
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| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
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| 6 | Shared Voting Power 10,733,483 |
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| 7 | Sole Dispositive Power 0 |
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| 8 | Shared Dispositive Power 10,733,483 |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,733,483 |
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
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| 11 | Percent of Class Represented by Amount in Row 9 6.45% |
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| 12 | Type of Reporting Person CO |
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| CUSIP No. 31810T101 | Schedule 13G | Page 3 of 8 |
| 1 | Names of Reporting Persons Sun Hung Kai Strategic Capital Limited |
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| 2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization Hong Kong |
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| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
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| 6 | Shared Voting Power 10,733,483 |
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| 7 | Sole Dispositive Power 0 |
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| 8 | Shared Dispositive Power 10,733,483 |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,733,483 |
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
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| 11 | Percent of Class Represented by Amount in Row 9 6.45% |
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| 12 | Type of Reporting Person CO |
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| CUSIP No. 31810T101 | Schedule 13G | Page 4 of 8 |
ITEM 1. (a) Name of Issuer:
FinVolution Group (the "Issuer")
(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:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Sun Hung Kai & Co. Limited
Shipshape Investments Limited
Sun Hung Kai Strategic Capital Limited
(b) Address or Principal Business Office:
The address of each of the Reporting Persons is 40/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
(c) Citizenship of each Reporting Person is:
Shipshape Investments Limited is organized under the laws of the British Virgin Islands. Each of the other Reporting Persons is organized under the laws of Hong Kong.
(d) Title of Class of Securities:
American Depositary Shares ("ADSs") of Class A ordinary shares of the Issuer, par value $0.00001 per share ("Shares").
(e) CUSIP Number:
31810T101
This CUSIP Number applies to the ADRs, which are quoted on the New York Stock Exchange under the symbol "FINV". Each ADS represents five (5) Shares.
ITEM 3.
Not applicable.
| CUSIP No. 31810T101 | Schedule 13G | Page 5 of 8 |
ITEM 4. Ownership.
(a-c)
The ownership information presented below represents beneficial ownership of ADRs as of December 31, 2023, based upon 166,278,562 ADRs outstanding as of the same day.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to 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: |
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| Sun Hung Kai & Co. Limited | 10,733,483 | 6.45% | 0 | 10,733,483 | 0 | 10,733,483 | ||||||||||||
| Shipshape Investments Limited | 10,733,483 | 6.45% | 0 | 10,733,483 | 0 | 10,733,483 | ||||||||||||
| Sun Hung Kai Strategic Capital Limited | 10,733,483 | 6.45% | 0 | 10,733,483 | 0 | 10,733,483 |
Sun Hung Kai Strategic Capital Limited is the record holder of the securities reported herein. Sun Hung Kai & Co. Limited, a publicly traded company listed on the Stock Exchange of Hong Kong, is the sole shareholder of Shipshape Investments Limited, which is the sole shareholder of Sun Hung Kai Strategic Capital Limited. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
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.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
| CUSIP No. 31810T101 | Schedule 13G | Page 6 of 8 |
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
Not applicable.
| CUSIP No. 31810T101 | Schedule 13G | Page 7 of 8 |
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: February 2, 2024
Sun Hung Kai & Co. Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary
Shipshape Investments Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary
Sun Hung Kai Strategic Capital Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary
| CUSIP No. 31810T101 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
|
Exhibit No. |
Description |
| CUSIP No. 31810T101 | Schedule 13G | Page 1 of 1 |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 2, 2024.
Sun Hung Kai & Co. Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary
Shipshape Investments Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary
Sun Hung Kai Strategic Capital Limited
/s/ Lee Sze Wai
By: Lee Sze Wai
Title: Company Secretary