SEC Form SC 13D/A filed

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

22/F, No.1333 Lujiazui Ring Road, PuDong,

Shanghai, China, 200120

Attention: Yiming Zhao

Phone: +86-21-38634118

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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.

 

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each of which represents one Class A ordinary share. No CUSIP has been assigned to the Class A ordinary shares.

 

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. 05278C107

13D/A

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yun Chen Capital Cayman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 234,897,312 ordinary shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 234,897,312 ordinary shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 234,897,312 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5%1
14	TYPE OF REPORTING PERSON CO

 

(1) The calculation is based on 484,649,200 ordinary shares outstanding. All share counts and percentages give effect to the Issuer’s redesignation and combination of its class A ordinary shares and class B ordinary shares into one single class of ordinary shares and subdivision of each ordinary share into four shares, effective as of February 5, 2021.

 

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CUSIP No. 05278C107

13D/A

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ping An Insurance (Group) Company of China, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 234,897,312 ordinary shares
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 234,897,312 ordinary shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 234,897,312 ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5%1
14	TYPE OF REPORTING PERSON CO

 

(1) The calculation is based on 484,649,200 ordinary shares outstanding. All share counts and percentages give effect to the Issuer’s redesignation and combination of its class A ordinary shares and class B ordinary shares into one single class of ordinary shares and subdivision of each ordinary share into four shares, effective as of February 5, 2021.

 

3

 

This amendment No. 4 (this “Amendment No. 4”) is filed jointly by Yun Chen Capital Cayman (“Yun Chen”) and Ping An Insurance (Group) Company of China, Ltd. (collectively, the “Reporting Persons”) with respect to the Class A ordinary shares, par value US$0.01 per share (the “Class A Shares”), of Autohome Inc. (the “Issuer”).

 

This Amendment No. 4 amends and supplements the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 5, 2016 (as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on February 27, 2017, Amendment No. 2 filed by the Reporting Persons on June 19, 2020 and Amendment No. 3 filed by the Reporting Persons on July 23, 2020, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings assigned to such terms in the Schedule 13D. Except as provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by incorporating by reference therein the information set forth in Item 6 of this Amendment No. 3.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is amended and restated as follows:

 

(a) See Items 11 and 13 of the cover pages to this Amendment No. 3 for the aggregate number and percentage of ordinary shares that are beneficially owned by each Reporting Person as of the date hereof.

 

(b) See Items 7 through 10 of the cover pages to this Amendment No. 3 for the number of ordinary shares that are beneficially owned by each Reporting Person as of the date hereof, as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

(c) Except as previously reported, to the best knowledge of the Reporting Persons, no transactions in any of the ordinary shares have been effected by any Reporting Person or any other person named in the response to Item 2 above during the past sixty days preceding the filing of this Amendment No. 3.

 

(d) No other person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares held by the Reporting Persons or the ADSs representing such ordinary shares.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

This Amendment No. 4 amends Item 6 to the Schedule 13D by adding the following:

 

Yun Chen’s previously reported pledge and grant of a security interest in 40,600,000 ordinary shares pursuant to the Pledge Agreement has been released upon payment and discharge in full of the underlying obligations.

 

Item 7. Material to be Filed as Exhibits

 

1. Joint Filing Agreement, dated as of July 5, 2016, by and between the Reporting Persons (incorporated by reference to Exhibit No. 1 to the Schedule 13D filed by the Reporting Persons on July 5, 2016)

 

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Signature

 

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

 

Date: March 3, 2021	Yun Chen Capital Cayman
	/s/ Liu Dong
	Name: Liu Dong
	Title: Director

 

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Signature

 

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

 

Date: March 3, 2021	Ping An Insurance (Group) Company of China, Ltd.
	/s/ Yao Bo
	Name: Yao Bo
	Title: Co-CEO, CFO

 

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