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    SEC Form SC 13G filed by Waterdrop Inc.

    2/4/22 6:02:25 AM ET
    $WDH
    Specialty Insurers
    Finance
    Get the next $WDH alert in real time by email
    SC 13G 1 d238695dsc13g.htm SCHEDULE 13G Schedule 13G

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934*

     

     

    Waterdrop Inc.

    (Name of Issuer)

    Ordinary Shares, par value of $0.000005 per share

    (Title of Class of Securities)

    G94656 108

    (CUSIP Number)

    December 31, 2021

    (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)

    ☐ Rule 13d-1(c)

    ☒ 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 the disclosures provided in a prior cover page.

    The information required in 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    

      Names of Reporting Persons

     

      Peng Shen

      2  

      Check the Appropriate Box if a Member of a Group

      (a)  ☐        (b)  ☐

     

      3  

      SEC Use Only

     

      4  

      Citizenship or Place of Organization

     

      People’s Republic of China

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5     

      Sole Voting Power

     

      961,740,928 ordinary shares. See Item 4.

       6   

      Shared Voting Power

     

      0

       7   

      Sole Dispositive Power

     

      961,740,928 ordinary shares. See Item 4.

       8   

      Shared Dispositive Power

     

      0

      9    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      961,740,928 ordinary shares. See Item 4.

    10  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

      ☐

    11  

      Percent of Class Represented by Amount in Row (9)

     

      24.4%. See Item 4.

    12  

      Type of Reporting Person

     

      IN

     

    2


      1    

      Names of Reporting Persons

     

      Neptune Max Holdings Limited

      2  

      Check the Appropriate Box if a Member of a Group

      (a)  ☐        (b)  ☐

     

      3  

      SEC Use Only

     

      4  

      Citizenship or Place of Organization

     

      British Virgin Islands

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5     

      Sole Voting Power

     

      801,904,979 ordinary shares. See Item 4.

       6   

      Shared Voting Power

     

      0

       7   

      Sole Dispositive Power

     

      801,904,979 ordinary shares. See Item 4.

       8   

      Shared Dispositive Power

     

      0

      9    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      801,904,979 ordinary shares. See Item 4.

    10  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

      ☐

    11  

      Percent of Class Represented by Amount in Row (9)

     

      20.3%. See Item 4.

    12  

      Type of Reporting Person

     

      CO

     

    3


      1    

      Names of Reporting Persons

     

      First Principles Z Holdings Limited

      2  

      Check the Appropriate Box if a Member of a Group

      (a)  ☐        (b)  ☐

     

      3  

      SEC Use Only

     

      4  

      Citizenship or Place of Organization

     

      British Virgin Islands

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5     

      Sole Voting Power

     

      4,010 ordinary shares. See Item 4.

       6   

      Shared Voting Power

     

      0

       7   

      Sole Dispositive Power

     

      4,010 ordinary shares. See Item 4.

       8   

      Shared Dispositive Power

     

      0

      9    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      4,010 ordinary shares. See Item 4.

    10  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

      ☐

    11  

      Percent of Class Represented by Amount in Row (9)

     

      0.0%. See Item 4.

    12  

      Type of Reporting Person

     

      CO

     

    4


      1    

      Names of Reporting Persons

     

      Maple Ocean L.P.

      2  

      Check the Appropriate Box if a Member of a Group

      (a)  ☐        (b)  ☐

     

      3  

      SEC Use Only

     

      4  

      Citizenship or Place of Organization

     

      British Virgin Islands

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With:

       5     

      Sole Voting Power

     

      4,010 ordinary shares. See Item 4.

       6   

      Shared Voting Power

     

      0

       7   

      Sole Dispositive Power

     

      4,010 ordinary shares. See Item 4.

       8   

      Shared Dispositive Power

     

      0

      9    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      4,010 ordinary shares. See Item 4.

    10  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     

      ☐

    11  

      Percent of Class Represented by Amount in Row (9)

     

      0.0%. See Item 4.

    12  

      Type of Reporting Person

     

      CO

     

    5


    Item 1(a).

    Name of Issuer:

    Waterdrop Inc.

     

    Item 1(b).

    Address of Issuer’s Principal Executive Offices:

    Block C, Wangjing Science and Technology Park

    No. 2 Lize Zhonger Road, Chaoyang District, Beijing

    People’s Republic of China

     

    Item 2(a).

    Name of Person Filing:

    Peng Shen

    Neptune Max Holdings Limited

    First Principles Z Holdings Limited

    Maple Ocean L.P.

     

    Item 2(b).

    Address of Principal Business Office, or, if none, Residence:

    Peng Shen

    Block C, Wangjing Science and Technology Park

    No. 2 Lize Zhonger Road, Chaoyang District, Beijing

    People’s Republic of China

    Neptune Max Holdings Limited

    Sertus Chambers, P.O. Box 905, Quastisky Building

    P.O. Box 2221, Road Town, Tortola

    British Virgin Islands

    First Principles Z Holdings Limited

    Sertus Chambers, P.O. Box 905, Quastisky Building

    P.O. Box 2221, Road Town, Tortola

    British Virgin Island

    Maple Ocean L.P.

    Sertus Chambers, P.O. Box 905, Quastisky Building

    P.O. Box 2221, Road Town, Tortola

    British Virgin Island

     

    Item 2(c).

    Citizenship:

    Peng Shen — People’s Republic of China

    Neptune Max Holdings Limited — British Virgin Islands

    First Principles Z Holdings Limited — British Virgin Islands

    Maple Ocean L.P. — British Virgin Islands

     

    Item 2(d).

    Title of Class of Securities:

    Ordinary shares, par value of $0.000005 per share

     

    6


    The Issuer’s ordinary shares consist of Class A ordinary shares, par value of $0.000005 per share (“Class A Ordinary Shares”) and Class B ordinary shares, par value of $0.000005 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to nine votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

     

    Item 2(e).

    CUSIP No.:

    G94656 108

     

    Item 3.

    If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

    Not applicable

     

    Item 4.

    Ownership:

    The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of December 31, 2021:

     

         Amount
    beneficially
    owned
        Percent of
    class(1)
        Sole power to
    vote or direct
    the vote
        Shared
    power to vote

    or to direct
    the vote
         Sole power to
    dispose or to
    direct the
    disposition of
        Shared power
    to dispose or

    to direct the
    disposition of
     

    Peng Shen

         961,740,928 (2)      24.4 %      961,740,928 (2)      0        961,740,928 (2)      0  

    Neptune Max Holdings Limited

         801,904,979 (3)      20.3 %      801,904,979 (3)      0        801,904,979 (3)      0  

    First Principles Z Holdings Limited

         4,010 (4)      0.0 %      4,010 (4)      0        4,010 (4)      0  

    Maple Ocean L.P.

         4,010 (5)      0.0 %      4,010 (5)      0        4,010 (5)      0  

     

    (1)

    The percentage of the class of securities beneficially owned by each reporting person is based on 3,942,801,610 outstanding ordinary shares as a single class as of December 31, 2021, being the sum of 3,140,896,631 Class A Ordinary Shares (excluding 65,757,070 Class A Ordinary Shares, comprising of Class A Ordinary Shares issued to the depositary of the Issuer for bulk issuance of American depositary shares (“ADSs”) and reserved for future issuances upon the exercise or vesting of awards granted under share incentive plans, and Class A Ordinary Shares in the form of ADSs held in treasury), and 801,904,979 Class B Ordinary Shares, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.

    (2)

    Includes (i) 801,904,979 Class B Ordinary Share held of record by Neptune Max Holdings Limited, a British Virgin Islands company. Neptune Max Holdings Limited is 99% owned by a family trust set up by Mr. Shen and 1% owned by Mr. Shen. Mr. Shen acts as the sole director of Neptune Max Holdings Limited, and possesses the sole voting power over the shares held by Neptune Max Holdings Limited; (ii) 86,386,000 Class A Ordinary Shares held of record by Proton Fortune Holdings Limited, a British Virgin Islands company that is 98% owned by a family trust set up by Mr. Guang Yang, 1% owned by Mr. Guang Yang, and 1% owned by Mr. Shen. Mr. Shen owns 100% of the voting power of Proton Fortune Holdings Limited and acts as the sole director of Proton Fortune Holdings Limited; (iii) 73,445,939 Class A Ordinary Shares held of record by Xibo Holdings Limited, a British Virgin Islands company that is 98% owned by a family trust set up by Mr. Yao Hu, 1% owned by Mr. Yao Hu, and 1% owned by Mr. Shen. Mr. Shen owns 100% of the voting power of Xibo Holdings Limited and acts as the sole director of Xibo Holdings Limited; and (iv) 4,010 Class A Ordinary Shares directly held by Maple Ocean L.P., a British Virgin Islands limited partnership. First Principles Z Holdings Limited, a British Virgin Islands company, is the general partner of Maple Ocean L.P. Mr. Shen acts as the sole director of First Principles Z Holdings Limited.

    The registered address of Neptune Max Holdings Limited, Proton Fortune Holdings Limited, Xibo Holdings Limited, First Principles Z Holdings Limited and Maple Ocean L.P. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

     

    7


    The voting power of the shares beneficially owned by the reporting person represents 71.2% of the total voting power of all outstanding ordinary shares of the Issuer. The percentage of voting power is calculated based on the aggregate voting power of all Class A Ordinary Shares and Class B Ordinary Shares outstanding as of December 31, 2021.

     

    (3)

    Includes 801,904,979 Class B Ordinary Shares directly held by Neptune Max Holdings Limited.

    The voting power of the shares beneficially owned by the reporting person represents 69.7% of the total voting power of all outstanding ordinary shares of the Issuer. The percentage of voting power is calculated based on the aggregate voting power of all Class A Ordinary Shares and Class B Ordinary Shares outstanding as of December 31, 2021.

    (4)

    See note (2).

    (5)

    Includes 4,010 Class A Ordinary Shares directly held by Maple Ocean L.P.

     

    Item 5.

    Ownership of Five Percent or Less of a Class:

    Not applicable

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person:

    Not applicable

     

    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

     

    Item 8.

    Identification and Classification of Members of the Group:

    Not applicable

     

    Item 9.

    Notice of Dissolution of Group:

    Not applicable

     

    Item 10.

    Certifications:

    Not applicable

     

    8


    LIST OF EXHIBITS

    Exhibit 99.1 — Joint Filing Agreement

     

    9


    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.

    Dated: February 4, 2022

     

    Peng Shen

    /s/ Peng Shen

     

    Neptune Max Holdings Limited
    By:  

    /s/ Peng Shen

    Name:   Peng Shen
    Title:   Director

     

    First Principles Z Holdings Limited
    By:  

    /s/ Peng Shen

    Name:   Peng Shen
    Title:   Director

     

    Maple Ocean L.P.
    By:  

    /s/ Peng Shen

    Name:   Peng Shen
    Title:   Authorized Signatory

    [Signature Page to Schedule 13G]

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