UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)*
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 25, 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 8 |
| 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 | |
| 189,698,110 ordinary shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 189,698,110 ordinary shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 189,698,110 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) |
| 16.72%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 8 |
| 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 | |
| 189,698,110 ordinary shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 189,698,110 ordinary shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 189,698,110 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) |
| 16.72%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| CO |
| CUSIP No. G3314G 102 | SCHEDULE 13D | Page 4 of 8 |
| 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) |
| OO | |
| 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 | |
| 189,698,110 ordinary shares | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10,041,200 ordinary shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 189,698,110 ordinary shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 199,739,310 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) |
| 17.60%1 | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| CUSIP No. G3314G 102 | SCHEDULE 13D | Page 5 of 8 |
Introductory Note
This Amendment No. 2 on Schedule 13D/A (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission on December 27, 2021 (the “Original Filing”), amended by Amendment No. 1 filed on December 23, 2022.
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. 2 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”).
Item 1. Security and Issuer
This statement on Schedule 13D/A relates to the ordinary share, par value $0.001 per share (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADSs”, each representing 20 Ordinary Shares) of Fanhua Inc. (the “Issuer”). The Issuer’s ADSs are listed on the NASDAQ Global Select Market under the symbol “FANH.” The Issuer’s principal executive office is located at 60/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, Guangdong 510623, People’s Republic of China.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented in its entirety as follows:
The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).
Sea Synergy is a holding company without any substantive operations. It is 100% held by Summer Day Limited which is 100% owned by Mr. Yinan Hu. The registered address of Sea Synergy is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Summer Day is a holding company without any substantive operations. It is 100% held by Mr. Yinan Hu. The registered address of Sea Summer Day is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Mr. Yinan Hu is a citizen of the People’s Republic of China and is co-chairman and chief executive officer of the Issuer. Mr. Hu’s business address is located at the principal office address of the Issuer.
During the last five years, none of Yinan Hu, Sea Synergy and Summer Day or, to the knowledge of Sea Synergy and Summer Day, (a) any executive officer or director of Sea Synergy and Summer Day; (b) any person controlling Sea Synergy and Summer Day; or (c) any executive officer or director of any corporation or other person ultimately in control of Sea Synergy and Summer Day, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Items 2, 4 and 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:
To combine the respective strength of the Issuer and Puyi Inc. (“Puyi”) in insurance distribution and wealth management services and accelerate the Issuer’s transition from a sales oriented company to a globally leading technology-driven financial service platform provider, since September 2023, Mr. Yinan Hu has held several preliminary discussions with Puyi on several options of collaboration including a potential share exchange. On December 25, 2023, Mr. Hu and Puyi formed a preliminary intent to exchange 200,359,570 Ordinary Shares beneficially owned by him, consisting of 189,698,110 Ordinary Shares directly held by Sea Synergy and 10,661,460 Ordinary Shares held through Kingsford Resources Limited (“Kingsford”), for a total of 100,179,785 newly issued ordinary shares of Puyi, for an exchange ratio of 2 Ordinary Shares of the Issuer for every ordinary share of Puyi (“Proposed Share Exchange”). On the same date, Mr. Hu informed certain other shareholders of the Issuer of the Proposed Share Exchange, including certain executive officers of the Issuer, certain employees, and certain other shareholders who are not affiliated with the Issuer (collectively “Certain Other Shareholders”). Subsequently, such Certain Other Shareholders held separate negotiations with Puyi on the participation in the Proposed Share Exchange.
| CUSIP No. G3314G 102 | SCHEDULE 13D | Page 6 of 8 |
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. The exchange ratio is 2 Ordinary Shares of the Issuer per ordinary share 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, which is subject to customary closing conditions, Sea Synergy and other Participating Shareholders will collectively own 76.7% of the equity interests of Puyi while Puyi will 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) | 189,698,110 | 16.72 | % | 0 | 189,698,110 | 0 | 189,698,110 | |||||||||||||||||
| Summer Day(3) | 189,698,110 | 16.72 | % | 0 | 189,698,110 | 0 | 189,698,110 | |||||||||||||||||
| Yinan Hu(4) | 199,739,310 | 17.60 | % | 10,041,200 | 189,698,110 | 10,041,200 | 189,698,110 | |||||||||||||||||
| (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. |
| (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) | Represents 189,698,110 Ordinary Shares directly held by Sea Synergy which is 100% held by Summer Day. The 200,359,570 disclosed in the Original 13D filed with the SEC on December 23, 2022 mistakenly included 10,661,460 Ordinary Share beneficially owned by Mr. Hu through Kingsford Resources Limited (“Kingsford”). |
| (4) | Consists of (i) 10,041,200 Ordinary Shares in the form of ADSs directly held by Mr. Hu, and (ii) 189,698,110 Ordinary Shares directly held by Sea Synergy. 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. In addition, Kingsford, a holding company without any substantive operations, directly holds 39,252,100 Ordinary Shares of the Issuer and is 27.2% owned by Mr. Hu, with the remaining 72.8% owned by certain executive officers 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 hold an aggregate of 568,226,628 Ordinary Shares, representing 50.1% of the outstanding Ordinary Shares (inclusive of the reported securities). 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.
| CUSIP No. G3314G 102 | SCHEDULE 13D | Page 7 of 8 |
| (c) | During the 60 days preceding the filing of this Schedule 13D/A, none of the Reporting Persons and, to their knowledge, none of the directors and officers of Sea Synergy or Summer Day 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. |
| (e) | Not applicable. |
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 8 of 8 |
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: December 27, 2023
| SEA SYNERGY LIMITED | |||
| By: | /s/ Yinan Hu | ||
| Name: | Yinan Hu | ||
| Title: | Director | ||
| SUMMER DAY LIMITED | |||
| By: | /s/ Yinan Hu | ||
| Name: | Yinan Hu | ||
| Title: | Director | ||
| YINAN HU | |
| /s/ Yinan Hu |
[Signature Page to Schedule 13D Amendment]