SEC Form SC 13G/A filed by Cango Inc. (Amendment)

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.

This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Class A ordinary shares.

  Names of Reporting Persons

  Jiayuan Lin

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  38,702,891⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  38,702,891⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  38,702,891⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.6% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 12.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).⁽²⁾ The voting power of the shares beneficially owned by the Reporting Person represent 41.3% of the total outstanding voting power.⁽³⁾

  Type of Reporting Person (See Instructions)

  IN

Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 4,000,000 Class A ordinary shares beneficially owned by Traveler Enterprise Limited and (iii) 1 Class A ordinary share held by Medway Brilliant Holding Limited.

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 229,831,213 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021.

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

  Names of Reporting Persons

  Medway Brilliant Holding Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  38,702,891⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  38,702,891⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  38,702,891⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.6% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 12.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).⁽²⁾ The voting power of the shares beneficially owned by the Reporting Person represent 41.3% of the total outstanding voting power.⁽³⁾

  Type of Reporting Person (See Instructions)

  CO

Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited, (ii) 4,000,000 Class A ordinary shares beneficially owned by Traveler Enterprise Limited and (iii) 1 Class A ordinary share held by Medway Brilliant Holding Limited. Medway Brilliant Holding Limited is wholly owned by Mr. Jiayuan Lin.

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 229,831,213 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021.

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

  Names of Reporting Persons

  Traveler Enterprise Limited

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  38,702,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  38,702,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  38,702,890⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.6% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 12.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).⁽²⁾ The voting power of the shares beneficially owned by the Reporting Person represent 41.3% of the total outstanding voting power.⁽³⁾

  Type of Reporting Person (See Instructions)

  CO

Represents (i) 34,702,890 Class B ordinary shares held by Traveler Enterprise Limited and (ii) 4,000,000 Class A ordinary shares beneficially owned by Traveler Enterprise Limited. Traveler Enterprise Limited is wholly owned by Medway Brilliant Holding Limited.

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 229,831,213 Class A ordinary shares and 72,978,677 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021.

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Jiayuan Lin, a citizen of the People’s Republic of China;

Medway Brilliant Holding Limited (“Medway Brilliant”), a company established in the British Virgin Islands and is wholly owned by Jiayuan Lin; and

Traveler Enterprise Limited (“Traveler Enterprise”), a company established in the British Virgin Islands and is wholly owned by Medway Brilliant.

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

The address of Jiayuan Lin is 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong, Shanghai, People’s Republic of China.

The registered address of Medway Brilliant is the offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola VG1110, British Virgin Islands.

The registered address of Traveler Enterprise is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.

Citizenship:

Title and Class of Securities:

CUSIP No.:

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:

Ownership

Reporting
Person⁽¹⁾

Jiayuan Lin

Medway Brilliant

Traveler Enterprise

As of December 31, 2021, Traveler Enterprise directly owned 34,702,890 Class B ordinary shares and beneficially owned 4,000,000 Class A ordinary shares. Traveler Enterprise is wholly owned by Medway Brilliant, and accordingly, Medway Brilliant may thereby be deemed to beneficially own the 34,702,890 Class B ordinary shares and 4,000,000 Class A ordinary shares beneficially owned by Traveler Enterprise. In addition, as of December 31, 2021, Medway Brilliant directly owned 1 Class A ordinary share. Medway Brilliant is wholly owned by Jiayuan Lin, and accordingly, Jiayuan Lin may thereby be deemed to beneficially own the 4,000,001 Class A ordinary shares and 34,702,890 Class B ordinary shares beneficially owned by Medway Brilliant.

The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on 229,831,213 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2021 and 34,702,890 Class B ordinary shares held by the Reporting Person that were convertible into the same number of Class A ordinary shares at any time by the Reporting Person as of December 31, 2021.

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2021. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Exhibit
No.

Description