SEC Form SC 13G/A filed by Futu Holdings Limited (Amendment)

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Rule 13d-1(b)

CUSIP No. 36118L106

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⁵ See Item 4.

⁶ Represents (i) 140,802,051 Class B Ordinary Shares and 28,840,949 Class A Ordinary Shares held of record by Qiantang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (ii) 71,024,142 Class A Ordinary Shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (iii) 1,161,840 Class A Ordinary Shares represented by 145,230 ADSs held of record by TPP Opportunity GP I, Ltd., an entity controlled by Tencent Holdings Limited; (iv) 5,412,888 Class A Ordinary Shares represented by 676,611 ADSs held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings Limited; and (v) 176,792 Class A Ordinary Shares represented by 22,099 ADSs held of record by Distribution Pool Limited, a wholly-owned subsidiary of Tencent Holdings Limited. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to twenty votes and freely convertible into a Class A Ordinary Share at the direction of the holder.

⁷ See footnote 6.

⁸ See footnote 6.

⁹ See Item 4.

	(a)	Name of Issuer
		Futu Holdings Limited
	(b)	Address of Issuer’s Principal Executive Offices
		11/F, Bangkok Bank Building
		No. 18 Bonham Strand W, Sheung Wan
		Hong Kong S.A.R., People’s Republic of China

	(a)	Name of Person Filing
		Qiantang River Investment Limited
		Image Frame Investment (HK) Limited
		Tencent Holdings Limited
	(b)	Address of Principal Business Office or, if none, Residence
		For each of Qiantang River Investment Limited, Image Frame Investment (HK) Limited and Tencent Holdings Limited:
		29/F., Three Pacific Place
		No. 1, Queen’s Road East
		Wanchai, Hong Kong
	(c)	Citizenship:
		Qiantang River Investment Limited
		Citizenship: British Virgin Islands
		Image Frame Investment (HK) Limited
		Citizenship: Hong Kong
		Tencent Holdings Limited
		Citizenship: Cayman Islands
	(d)	Title of Class of Securities
		Class A Ordinary Shares, par value $0.00001 per share
	(e)	CUSIP Number
		There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “FUTU.” Each ADS represents eight Class A Ordinary Shares.

Item 3.

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:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

	(a)	Amount beneficially owned:
		The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

	(b)	Percent of class:
		The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Qiantang River Investment Limited, 19.4%, is the sum of (i) 733,502,308 Class A Ordinary Shares outstanding as of December 15, 2022 as disclosed to the Reporting Persons by the Issuer; and (ii) 140,802,051 Class B Ordinary Shares held of record by Qiantang River Investment Limited, which can be converted into an equal number of Class A Ordinary Shares at the discretion of Qiantang River Investment Limited.
		The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Image Frame Investment (HK) Limited, 9.7%, is the 733,502,308 Class A Ordinary Shares outstanding as of December 15, 2022 as disclosed to the Reporting Persons by the Issuer.
		The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Tencent Holdings Limited, 28.3%, is the sum of (i) 733,502,308 Class A Ordinary Shares outstanding as of December 15, 2022 as disclosed to the Reporting Persons by the Issuer; and (ii) 140,802,051 Class B Ordinary Shares held of record by Qiantang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited, which can be converted into an equal number of Class A Ordinary Shares at the discretion of Qiantang River Investment Limited.
	(c)	Number of shares as to which the person has:
		The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
		(i)	Sole power to vote or to direct the vote:
			See Row 5 of the cover page of each Reporting Person.
		(ii)	Shared power to vote or to direct the vote:
			See Row 6 of the cover page of each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of:
			See Row 7 of the cover page of each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of:
			See Row 8 of the cover page of each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ☐

Not applicable.

See Item 4.

Not applicable.

Not applicable.

Not applicable.

Material Filed as Exhibits

Signatures

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

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

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