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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Lucas GC Ltd (Name of Issuer) |
Class A Ordinary shares, par value US$0.0002 per share (Title of Class of Securities) |
G57037114 (CUSIP Number) |
04/20/2026 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G57037114 |
| 1 | Names of Reporting Persons
Howard Lee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,190,718.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 1,190,718 Class A ordinary shares of Lucas GC Limited (the "Issuer") held of record by HTL Lucky Holding Limited, a British Virgin Islands company, wholly owned by HTL Star Holding Limited. HTL Star Holding Limited is wholly owned by Mr. Howard Lee. (2) For Row 11, percentage is calculated based on 42,790,404 Class A ordinary shares of the Issuer issued and outstanding (excluding 2,406 Class A ordinary shares repurchased as treasury shares) as of April 20, 2026, as reported by the Issuer on its annual report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on April 20, 2026 (the "Form 20-F"). This Amendment No. 2 ("Amendment No. 2") to the Schedule 13G filed by the Reporting Persons with the SEC on October 11, 2024 constitutes an exit filing as the Reporting Person has ceased to be the beneficial owner of more than 5.0% of the Issuer's total ordinary shares outstanding.
SCHEDULE 13G
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| CUSIP No. | G57037114 |
| 1 | Names of Reporting Persons
HTL Star 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,190,718.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 1,190,718 Class A ordinary shares of the Issuer held of record by HTL Lucky Holding Limited, a British Virgin Islands company wholly owned by HTL Star Holding Limited. (2) For Row 11, percentage is calculated based on 42,790,404 Class A ordinary shares of the Issuer issued and outstanding (excluding 2,406 Class A ordinary shares repurchased as treasury shares) as of April 20, 2026, as reported by the Issuer on the Form 20-F. This Amendment No. 2 constitutes an exit filing as the Reporting Person has ceased to be the beneficial owner of more than 5.0% of the Issuer's total ordinary shares outstanding.
SCHEDULE 13G
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| CUSIP No. | G57037114 |
| 1 | Names of Reporting Persons
HTL Lucky 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,190,718.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 1,190,718 Class A ordinary shares of the Issuer held of record by HTL Lucky Holding Limited. (2) For Row 11, percentage is calculated based on 42,790,404 Class A ordinary shares of the Issuer issued and outstanding (excluding 2,406 Class A ordinary shares repurchased as treasury shares) as of April 20, 2026, as reported by the Issuer on the Form 20-F. This Amendment No. 2 constitutes an exit filing as the Reporting Person has ceased to be the beneficial owner of more than 5.0% of the Issuer's total ordinary shares outstanding.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Lucas GC Ltd | |
| (b) | Address of issuer's principal executive offices:
Room 1109, 11/F, Tower A, Star Plaza, No. 8 Wangjing Street, Chaoyang District, Beijing, F4, 100102 | |
| Item 2. | ||
| (a) | Name of person filing:
Howard Lee HTL Star Holding Limited HTL Lucky Holding Limited | |
| (b) | Address or principal business office or, if none, residence:
Howard Lee: Room 1109, 11/F, Tower A, Star Plaza, No. 8 Wangjing Street, Chaoyang District, Beijing 100102, China HTL Star Holding Limited: ICS Corporate Services (BVI) Limited Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands HTL Lucky Holding Limited: ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands | |
| (c) | Citizenship:
Howard Lee: United States of America HTL Star Holding Limited: British Virgin Islands HTL Lucky Holding Limited: British Virgin Islands | |
| (d) | Title of class of securities:
Class A Ordinary shares, par value US$0.0002 per share | |
| (e) | CUSIP No.:
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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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response of each Reporting Person to Row (9) of this Amendment No. 2 on the attached cover pages. | |
| (b) | Percent of class:
See the responses of each Reporting Person to Row (11) of this Amendment No. 2 on the attached cover pages. This Amendment No. 2 constitutes an exit filing as each Reporting Person has ceased to be the beneficial owner of more than 5.0% of the Issuer's total ordinary shares outstanding. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the responses of each Reporting Person to Row (5) of this Amendment No. 2 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses of each Reporting Person to Row (6) of this Amendment No. 2 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses of each Reporting Person to Row (7) of this Amendment No. 2 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses of each Reporting Person to Row (8) of this Amendment No. 2 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: Explanatory Note: This Amendment No. 2 is being filed to report that each Reporting Person has ceased to be the beneficial owner of more than 5.0% of the Issuer's total ordinary shares outstanding. This Amendment No. 2 constitutes an exit filing for the Reporting Persons.
Exhibit Information
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Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of Schedule 13G filed by the Reporting Persons on October 11, 2024) |