UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment
No. 3)*
Under the Securities Exchange Act of 1934
FANHUA INC.
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
G3314G 102
(CUSIP Number)
Sea Synergy Limited
c/o Yinan Hu
60/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
(86)(20) 83886888
Summer Day Limited
c/o Yinan Hu
60/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
(86)(20) 83886888
Yinan Hu
60/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People’s Republic of China
(86)(20) 83886888
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December 29, 2023
(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. ☐
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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).
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 2 of 7 |
1 |
NAMES OF REPORTING PERSONS |
Sea Synergy Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ |
(b) þ |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
0 |
8 |
SHARED VOTING POWER |
0 |
9
|
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 ordinary shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0%1 |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
CO |
1 | Based on 1,134,751,504 ordinary shares outstanding as of December 20,
2023, according to the Issuer’s internal record. |
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 3 of 7 |
1 |
NAMES OF REPORTING PERSONS |
Summer Day Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ |
(b) þ |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
0 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 ordinary shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0%1 |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
CO |
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 4 of 7 |
1 |
NAMES OF REPORTING PERSONS |
Yinan Hu |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ |
(b) þ |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
IN |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
10,041,200 ordinary shares |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
10,041,200
ordinary shares |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10,041,200 ordinary shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.88%1 |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
IN |
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 5 of 7 |
Introductory Note
This Amendment No. 3 on Schedule 13D/A
(this “Amendment No. 3”) amends and supplements the statement on Schedule 13D previously filed by the Reporting
Persons with the Securities and Exchange Commission (the “Commission”) on December 27, 2021 (the “Original Filing”),
amended by Amendment No. 1 filed on December 23, 2022 and by Amendment No. 2 filed on December 27, 2023.
Unless otherwise
stated herein, the Original Filing remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed
thereto in the Original Filing.
This Amendment No. 3 is being filed jointly by Sea Synergy Limited
(“Sea Synergy”), Summer Day Limited (“Summer Day”) and Yinan Hu ( each, a “Reporting Person” and together,
the “Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The agreement between the Reporting Persons relating to the joint filing of this
statement is attached hereto as Exhibit 99.1.
Item 3. Source and Amount of Funds or Other
Consideration
The information
set forth in Item 4 and Item 6 is hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
Item 4
is hereby amended and supplemented in its entirety as follows:
On December
27, 2023, Sea Synergy, which is 100% beneficially owned by Mr. Yinan Hu, and the shareholding vehicles of certain other executive officers
of the Issuer entered into a Share Exchange Agreement with Puyi Inc. (“Puyi”), pursuant to which Sea Synergy agreed
to exchange 189,698,110 Ordinary Shares of the Issuer
beneficially owned by Sea Synergy for 94,849,055 newly issued ordinary shares
of Puyi, representing 25.6% of the equity interests of Puyi. Concurrently, Puyi has also entered
into a similar share exchange agreement with Certain Other Shareholders. Participants to the share exchange transactions are collectively
referred to as the “Participating Shareholders”. Upon completion of the transactions on December 29, 2023, Sea Synergy and
other Participating Shareholders collectively own 76.7% of the equity interests of Puyi while Puyi own 50.1% of the equity interests of
the Issuer.
The foregoing description
of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Share Exchange Agreement, which is filed as Exhibit 99.3 hereto and which is incorporated herein by reference.
Item 5. Interest in Securities of the Company
Item 5 is hereby amended and restated in its entirety
as follows:
(a), (b) The following table sets forth
the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.
| |
| | |
| | |
Number of Shares as to which Such Person has: | |
Name | |
Amount
Beneficially
Owned(1) | | |
Percentage of
Class(2) | | |
Sole
Voting
Power | | |
Shared
Voting
Power | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Sea Synergy (3) | |
| 0 | | |
| 0.00 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Summer Day (3) | |
| 0 | | |
| 0.00 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Yinan Hu(4) | |
| 10,041,200 | | |
| 0.88 | % | |
| 10,041,200 | | |
| 0 | | |
| 10,041,200 | | |
| 0 | |
| (1) | Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations
under the Exchange Act and includes voting or investment power with respect to the securities. |
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 6 of 7 |
| (2) | Percentage of beneficial ownership of each listed person is based on 1,134,751,504 Ordinary Shares outstanding
as of December 20, 2023. |
| (3) | Sea Synergy is 100% held by Summer Day Limited which is 100% owned by Mr. Hu. Pursuant to Section 13(d)
of the Exchange Act and the rules promulgated thereunder, Summer Day and Mr. Hu may be deemed to beneficially own all of the Ordinary
Shares of the Issuer held by Sea Synergy. As the result of the share exchange between Sea Synergy and Puyi, the number of Ordinary Shares
of the Issuer held by Sea Synergy and beneficially owned by Summer Day decreased from 189,698,110 to nil, and Sea Synergy and Summer Day
ceased to be a 5% shareholder of the Issuer. |
| (4) | Represents 10,041,200 Ordinary Shares in the form of ADSs directly held by Mr. Hu. As a result of the
share exchange between Sea Synergy and Puyi, the number of Ordinary Shares beneficially owned by Mr. Hu decreased from 199,739,310 to
10,041,200 and Mr. Hu ceased to be a 5% shareholder of the Issuer. |
Each Reporting Person hereby disclaims
beneficial ownership of any Ordinary Shares of the Issuer beneficially owned by any other Reporting Person or any of the Other Participating
Shareholders, who collectively held an aggregate of 568,226,628 Ordinary Shares, representing 50.1%
of the outstanding Ordinary Shares (inclusive of the reported securities), before the closing of the transaction on December 29, 2023
as described under Item 4 above, and hereby disclaims membership in a “group” (within the meaning of Section 13(d)(3)
of the Exchange Act) with any Other Participating Shareholder. Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by either of the Reporting Persons that it is the beneficial owner of any of the Ordinary Shares referred
to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed
by each Reporting Person, other than with respect to securities reported as directly held by such Reporting Person.
| (c) | During the 60 days preceding the filing of this Schedule 13D/A, none of the Reporting Persons has effected
any transactions in the Ordinary Shares except as reported herein. |
| (d) | To the best knowledge of the Reporting Persons, except for the agreements described in this Schedule 13D/A,
no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, 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 or ADSs. |
Item 6. Contracts, Arrangements, Understandings,
or Relationships with respect to Securities of the Company
Item 6 is
hereby amended by incorporating by reference the information set forth in Item 4 above.
Except
as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Persons and any person with
respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits
CUSIP No. G3314G 102 | SCHEDULE 13D | Page 7 of 7 |
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 5, 2024
|
SEA SYNERGY LIMITED |
|
|
|
By: |
/s/ Yinan Hu |
|
|
Name: |
Yinan Hu |
|
|
Title: |
Director |
|
SUMMER DAY LIMITED |
|
|
|
By: |
/s/ Yinan Hu |
|
|
Name: |
Yinan Hu |
|
|
Title: |
Director |
[Signature Page to Schedule 13D Amendment]
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including
any amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of Fanhua Inc.
It is understood and agreed that each of the parties
hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information
concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning
another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy
of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the
parties hereto.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally
blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of January 5, 2024.
|
SEA SYNERGY LIMITED |
|
|
|
By: |
/s/ Yinan Hu |
|
|
Name: |
Yinan Hu |
|
|
Title: |
Director |
|
SUMMER DAY LIMITED |
|
|
|
By: |
/s/ Yinan Hu |
|
|
Name: |
Yinan Hu |
|
|
Title: |
Director |
[Signature Page to Joint Filing Agreement]
EXHIBIT 99.2
DIRECTORS AND EXECUTIVE OFFICERS OF SEA SYNERGY
LIMITED
PERSONS CONTROLLING SEA SYNERGY LIMITED
The name, business address, present principal
employment and citizenship of the sole director of Sea Synergy Limited are set forth below.
Name |
|
Business Address |
|
Present Principal
Employment |
|
Citizenship |
Yinan Hu |
|
60/F, Pearl River Tower No. 15 West Zhujiang Road Guangzhou, Guangdong 510623 People’s Republic of China |
|
Chairman of Board of Directors and Chief Executive Officer of Fanhua Inc. |
|
China |
Sea Synergy is 100% held by Summer Day which is
100% owned by Mr. Yinan Hu. Mr. Hu is the sole director of Sea Synergy Limited. (See above for the information on Mr. Yinan Hu.)
DIRECTORS AND EXECUTIVE OFFICERS OF SUMMER DAY
LIMITED
PERSONS CONTROLLING SUMMER DAY LIMITED
The name, business address, present principal
employment and citizenship of the sole director of Summer Day are set forth below.
Name |
|
Business Address |
|
Present Principal
Employment |
|
Citizenship |
Yinan Hu |
|
60/F, Pearl River Tower No. 15 West Zhujiang Road Guangzhou, Guangdong 510623 People’s Republic of China |
|
Chairman of Board of Directors and Chief Executive Officer of Fanhua Inc. |
|
China |
Summer Day is 100% held by Mr. Hu. Mr. Hu is the
sole director of Summer Day. (See above for the information on Mr. Yinan Hu.)
Fanhua (NASDAQ:FANH)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Fanhua (NASDAQ:FANH)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024