SC 13G/A 1 tm245190d1_sc13ga.htm SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*

Futu Holdings Limited
(Name of Issuer)

Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)

36118L 106**
(CUSIP Number)

December 31, 2023
(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)

x 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 disclosures provided in a prior cover page.

CUSIP number 36118L 106 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market LLC under the symbol “FUTU.” Each ADS represents eight Class A ordinary shares of the issuer.

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. 36118L 106

Schedule 13G

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1	Name of Reporting Persons Leaf Hua Li
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 403,836,568⁽¹⁾
	6	Shared Voting Power 0
	7	Sole Dispositive Power 403,836,568⁽¹⁾
	8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 403,836,568⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row 9 36.6%⁽²⁾ The voting power of the shares beneficially owned represent 63.1%⁽²⁾ of the total outstanding voting power.
12	Type of Reporting Person IN

(1)

Represents 202,812,500 Class B ordinary shares and 100,000,000 Class A ordinary shares (including 50,000,000 Class A ordinary shares in the form of ADSs) held by Lera Ultimate Limited, a company incorporated in the British Virgin Islands, 36,937,500 Class B ordinary shares and 64,000,000 Class A ordinary shares (in the form of ADSs) held by Lera Infinity Limited, a company incorporated in the British Virgin Islands, and 86,568 Class A ordinary shares (in the form of ADSs) held by Leaf Hua Li. Both Lera Ultimate Limited and Lera Infinity Limited are controlled by Mr. Leaf Hua Li through family trusts. Under the terms of the family trusts, Mr. Li has the sole power to direct the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Lera Ultimate Limited and Lera Infinity Limited in the Issuer. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(2)

Calculation is based on (i) 746,797,804 Class A ordinary shares and (ii) 355,552,051 Class B ordinary shares that were issued and outstanding as of December 31, 2023.

CUSIP No. 36118L 106

Schedule 13G

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1	Name of Reporting Persons Lera Ultimate 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 302,812,500⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 302,812,500⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 302,812,500⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row 9 27.5%⁽²⁾ The voting power of the shares beneficially owned represent 52.9%⁽²⁾ of the total outstanding voting power.
12	Type of Reporting Person CO

(1)

Represents 202,812,500 Class B ordinary shares and 100,000,000 Class A ordinary shares (including 50,000,000 Class A ordinary shares in the form of ADSs) held by Lera Ultimate Limited.

(2)

Calculation is based on (i) 746,797,804 Class A ordinary shares and (ii) 355,552,051 Class B ordinary shares that were issued and outstanding as of December 31, 2023.

CUSIP No. 36118L 106

Schedule 13G

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1	Name of Reporting Persons Lera Infinity 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 100,937,500⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 100,937,500⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 100,937,500⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11	Percent of Class Represented by Amount in Row 9 9.2%⁽²⁾ The voting power of the shares beneficially owned represent 10.2%⁽²⁾ of the total outstanding voting power.
12	Type of Reporting Person CO

(1)

Represents 36,937,500 Class B ordinary shares and 64,000,000 Class A ordinary shares (in the form of ADSs) held by Lera Infinity Limited.

(2)

Calculation is based on (i) 746,797,804 Class A ordinary shares and (ii) 355,552,051 Class B ordinary shares that were issued and outstanding as of December 31, 2023.

CUSIP No. 36118L 106

Schedule 13G

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Item 1(a).	Name of Issuer:

	Futu Holdings Limited (the “Issuer”)

Item 1(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.

Item 2(a).	Name of Person Filing:

	(i) Leaf Hua Li

	(ii) Lera Ultimate Limited

	(iii) Lera Infinity Limited (collectively, the “Reporting Persons”)

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	Leaf Hua Li c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung Wan Hong Kong S.A.R., People’s Republic of China

	Lera Ultimate Limited c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung Wan Hong Kong S.A.R., People’s Republic of China

	Lera Infinity Limited c/o 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung Wan Hong Kong S.A.R., People’s Republic of China

Item 2(c)	Citizenship:

	Leaf Hua Li - People’s Republic of China Lera Ultimate Limited - British Virgin Islands Lera Infinity Limited - British Virgin Islands

Item 2(d).	Title of Class of Securities:

	Class A ordinary shares, par value US$0.00001 per share, of the Issuer

	The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 2(e).	CUSIP Number:

	36118L 106

	This CUSIP number applies to the American depositary shares (the “ADSs”) of the Issuer, each ADS representing eight Class A ordinary shares of the Issuer, par value US$0.00001 per share.

CUSIP No. 36118L 106

Schedule 13G

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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:

Reporting Person	Amount beneficially owned:⁽¹⁾		Percent of class:⁽¹⁾			Percent of aggregate voting power:⁽¹⁾			Sole power to vote or direct the vote:⁽¹⁾		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:⁽¹⁾		Shared power to dispose or to direct the disposition of:
Leaf Hua Li		403,836,568		36.6	%		63.1	%		403,836,568		0		403,836,568		0
Lera Ultimate Limited		302,812,500		27.5	%		52.9	%		302,812,500		0		302,812,500		0
Lera Infinity Limited		100,937,500		9.2	%		10.2	%		100,937,500		0		100,937,500		0

(1)

Represents (i) 202,812,500 Class B ordinary shares and 100,000,000 Class A ordinary shares (including 50,000,000 Class A ordinary shares in the form of ADSs) held by Lera Ultimate Limited, a company incorporated in the British Virgin Islands, (ii) 36,937,500 Class B ordinary shares and 64,000,000 Class A ordinary shares (in the form of ADSs) held by Lera Infinity Limited, a company incorporated in the British Virgin Islands, and (iii) 86,568 Class A ordinary shares (in the form of ADSs) held by Leaf Hua Li. Both Lera Ultimate Limited and Lera Infinity Limited are controlled by Mr. Leaf Hua Li through family trusts. Under the terms of the family trusts, Mr. Li has the sole power to direct the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Lera Ultimate Limited and Lera Infinity Limited in the Issuer. Calculation is based on (i) 746,797,804 Class A ordinary shares and (ii) 355,552,051 Class B ordinary shares that were issued and outstanding as of December 31, 2023. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote.

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 Controlling 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

CUSIP No. 36118L 106

Schedule 13G

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LIST OF EXHIBITS

Exhibit No.	Description
A.	Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Issuer on February 14, 2020)

CUSIP No. 36118L 106

Schedule 13G

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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 6, 2024

	LEAF HUA LI

	/s/ Leaf Hua Li

	LERA ULTIMATE LIMITED

	By:	/s/ Imelda Ojong
		/s/ Heng Liqi Jase
	Name:	Imelda Ojong / Heng Liqi Jase
		for and on behalf of Excel Future Management Limited
	Title:	Director

	LERA INFINITY LIMITED

	By:	/s/ Imelda Ojong
		/s/ Heng Liqi Jase
	Name:	Imelda Ojong / Heng Liqi Jase
		for and on behalf of Excel Future Management Limited
	Title:	Director

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