Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Yintech Investment Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.000011
(Title of Class of Securities)
98585M1082
(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:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
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.
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).
1 Some of the holdings reported herein are in the form of American Depositary Shares (“ADS”), which may be exchanged for ordinary shares of the Issuer, par value $0.00001 (“Ordinary Shares”) at a 1:20 ratio.
2 The CUSIP Number listed throughout this filing is the CUSIP assigned to the ADS of the Issuer.
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CUSIP No. 98585M108 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o | ||
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization:
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Number of |
5. |
Sole Voting Power | |
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6. |
Shared Voting Power | ||
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7. |
Sole Dispositive Power | ||
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8. |
Shared Dispositive Power | ||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
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11. |
Percent of Class Represented by Amount in Row (9) | ||
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12. |
Type of Reporting Person (See Instructions): | ||
3 Including 1,962,260 Ordinary Shares on an as converted basis, which currently are held by the Global Growth SP, a segregated portfolio of Panhou Value Growth Fund SPC (“Global Growth”) in the form of 98,113 ADS. Each share of ADS held by Global Growth represents twenty (20) Ordinary Shares. Also includes 95,081,680 Ordinary Shares held by Asia Growth SP, a segregated portfolio of Panhou Value Growth Fund SPC (“Asia Growth”). Beneficial ownership information is presented as of December 31, 2018.
4 This percentage is calculated based on 1,404,479,000 Ordinary Shares outstanding as of September 30, 2018.
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CUSIP No. 98585M108 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o | ||
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization:
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Number of |
5. |
Sole Voting Power | |
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6. |
Shared Voting Power | ||
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7. |
Sole Dispositive Power | ||
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8. |
Shared Dispositive Power | ||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
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11. |
Percent of Class Represented by Amount in Row (9) | ||
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12. |
Type of Reporting Person (See Instructions): | ||
5 Including 1,962,260 Ordinary Shares on an as converted basis, which currently are held by the Global Growth SP, a segregated portfolio of Panhou Value Growth Fund SPC in the form of 98,113 ADS. Each share of ADS held by Global Growth represents twenty (20) Ordinary Shares. Beneficial ownership information is presented as of December 31, 2018.
6 This percentage is calculated based on 1,404,479,000 Ordinary Shares outstanding as of September 30, 2018.
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CUSIP No. 98585M108 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o | ||
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization:
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Number of |
5. |
Sole Voting Power | |
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6. |
Shared Voting Power | ||
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7. |
Sole Dispositive Power | ||
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8. |
Shared Dispositive Power | ||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
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11. |
Percent of Class Represented by Amount in Row (9) | ||
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12. |
Type of Reporting Person (See Instructions): | ||
7 Including 95,081,680 Ordinary Shares held by Asia Growth, a segregated portfolio of Panhou Value Growth Fund SPC. Beneficial ownership information is presented as of December 31, 2018.
8 This percentage is calculated based on 1,404,479,000 Ordinary Shares outstanding as of September 30, 2018.
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CUSIP No. 98585M108 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o | ||
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization:
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Number of |
5. |
Sole Voting Power | |
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6. |
Shared Voting Power | ||
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7. |
Sole Dispositive Power | ||
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8. |
Shared Dispositive Power | ||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
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11. |
Percent of Class Represented by Amount in Row (9) | ||
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12. |
Type of Reporting Person (See Instructions): | ||
9 See Item 4 of this Statement for more information.
10 This percentage is calculated based on 1,404,479,000 Ordinary Shares outstanding as of September 30, 2018.
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CUSIP No. 98585M108 |
13G |
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1. |
Name of Reporting Persons: I.R.S. Identification Nos. of Above Persons (Entities Only): -
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o (b) o | ||
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization:
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Number of |
5. |
Sole Voting Power | |
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6. |
Shared Voting Power | ||
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7. |
Sole Dispositive Power | ||
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8. |
Shared Dispositive Power | ||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
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11. |
Percent of Class Represented by Amount in Row (9) | ||
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12. |
Type of Reporting Person (See Instructions): | ||
10 See Item 4 of this Statement for more information.
11 This percentage is calculated based on 1,404,479,000 Ordinary Shares outstanding as of September 30, 2018.
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Item 1. | |||
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(a) |
Name of Issuer | |
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(b) |
Address of Issuer’s Principal Executive Offices 360 Pudian Road, Pudong New Area Shanghai, 200122 People’s Republic of China | |
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Item 2. | |||
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(a) |
Name of Person Filing | |
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(b) |
Address of the Principal Office or, if none, Residence 29/F, Building 2, No. 759 S. Yanggao Road, Pudong New Area, Shanghai, People’s Republic of China | |
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(c) |
Citizenship | |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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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: | ||
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership. |
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
The securities reported in this Statement are held directly by (i) Global Growth in the form of 98,113 ADS, which may be converted into 1,962,260 Ordinary Shares, and (ii) Asia Growth in the form of 95,081,680 Ordinary Shares. Global Growth and Asia Growth are each a segregated portfolio of Panhou Value Growth Fund SPC, a Cayman Islands segregated portfolio company (“Panhou SPC”). Wei Ran Investment Management Company Limited (“Wei Ran”) serves as an investment manager to each of Panhou SPC, Global Growth and Asia Growth. Wei Ran has voting power over the securities reported in this Statement, and has the power to dispose of the securities held by Global Growth and Asia Growth. Xie Xiaoting is the sole director of Panhou SPC and Wei Ran, and is deemed to be an indirect beneficial owner of the securities held by Global Growth and Asia Growth by reason of her ability to direct the vote and/or the disposition of such securities.
Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they have formed a group.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). | |
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
N/A
Instruction. Dissolution of a group requires a response to this item. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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N/A | |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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N/A | |
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Item 8. |
Identification and Classification of Members of the Group. |
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N/A | |
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Item 9. |
Notice of Dissolution of Group. |
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N/A | |
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Item 10. |
Certification. |
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N/A | |
SIGNATURES
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.
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Dated: January 31, 2019 |
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PANHOU VALUE GROWTH FUND SPC, on its own behalf and in the name of, or by, or for the account of each of GLOBAL GROWTH SP and ASIA GROWTH SP | |
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By: |
/s/ Xiaoting Xie |
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Name: |
Xiaoting Xie |
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Title: |
Authorized Signatory |
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WEI RAN INVESTMENT MANAGEMENT COMPANY LIMITED | |
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By: |
/s/ Xiaoting Xie |
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Name: |
Xiaoting Xie |
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Title: |
Authorized Signatory |
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/s/ Xiaoting Xie | |
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XIAOTING XIE | |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit A |
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Joint Filing Agreement, dated January 31, 2019 by and among Panhou Value Growth Fund SPC, Global Growth SP, a segregated portfolio of Panhou Value Growth Fund SPC, Asia Growth SP, a segregated portfolio of Panhou Value Growth Fund SPC, Wei Ran Investment Management Company Limited and Xie Xiaoting |