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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CNFinance Holdings Ltd. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
18979T105 (CUSIP Number) |
02/27/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 18979T105 |
| 1 | Names of Reporting Persons
Gagnon Securities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
43,102,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD, IA |
Comment for Type of Reporting Person: These Ordinary Shares are held in the form of American Depositary Shares ("ADS"), evidenced by American Depositary Receipts, of the Issuer, which are quoted on the New York Stock Exchange under the symbol "CNF." Each ADS represents twenty (20) Ordinary Shares. CUSIP number 18979T105 has been assigned to the ADS.
SCHEDULE 13G
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| CUSIP No. | 18979T105 |
| 1 | Names of Reporting Persons
Gagnon Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,694,340.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: These Ordinary Shares are held in the form of American Depositary Shares ("ADS"), evidenced by American Depositary Receipts, of the Issuer, which are quoted on the New York Stock Exchange under the symbol "CNF." Each ADS represents twenty (20) Ordinary Shares. CUSIP number 18979T105 has been assigned to the ADS.
SCHEDULE 13G
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| CUSIP No. | 18979T105 |
| 1 | Names of Reporting Persons
Neil Gagnon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
70,378,380.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: These Ordinary Shares are held in the form of American Depositary Shares ("ADS"), evidenced by American Depositary Receipts, of the Issuer, which are quoted on the New York Stock Exchange under the symbol "CNF." Each ADS represents twenty (20) Ordinary Shares. CUSIP number 18979T105 has been assigned to the ADS.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CNFinance Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
22/F South Finance CTR, No. 6 Wuheng Road, Tianhe District, Guangzhou City, China 00000 | |
| Item 2. | ||
| (a) | Name of person filing:
Neil Gagnon has sole voting and dispositive power over 8,409,020 shares of the Issuer's Ordinary Shares (the "Ordinary Shares"). In addition, Mr. Gagnon has shared voting power over 60,023,360 shares of Ordinary Shares and shared dispositive power over 61,969,360 shares of Ordinary Shares.
Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC ("GS"), an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the "Accounts") to which it furnishes investment advice. GS and Mr. Gagnon may be deemed to share voting power with respect to 41,387,960 shares of Ordinary Shares held in the Accounts and dispositive power with respect to 43,102,700 shares of Ordinary Shares held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts.
Mr. Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC ("Gagnon Advisors"), an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC ("GIA"), a private investment fund, may be deemed to share voting and dispositive power with respect to the 15,694,340 shares of Ordinary Shares held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA. | |
| (b) | Address or principal business office or, if none, residence:
1370 Ave. of Americas, 26th Floor, New York, NY 10019 | |
| (c) | Citizenship:
Gagnon Securities LLC Delaware limited liability company
Gagnon Advisors, LLC Delaware limited liability company
Neil Gagnon USA | |
| (d) | Title of class of securities:
Ordinary Shares | |
| (e) | CUSIP No.:
18979T105 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Gagnon Securities LLC 43,102,700
Gagnon Advisors, LLC 15,694,340
Neil Gagnon 70,378,380 | |
| (b) | Percent of class:
Gagnon Securities LLC 3.1%
Gagnon Advisors, LLC 1.1%
Neil Gagnon 5.1%
Calculation of percentage of beneficial ownership is based on 1,371,643,240 Ordinary Shares outstanding as of June 30, 2024, based on the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 27, 2024.
(c) Number of shares as to which the person has: | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Gagnon Securities LLC 0
Gagnon Advisors, LLC 0
Neil Gagnon 8,409,020 | ||
| (ii) Shared power to vote or to direct the vote:
Gagnon Securities LLC 41,387,960
Gagnon Advisors, LLC 15,694,340
Neil Gagnon 60,023,360 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Gagnon Securities LLC 0
Gagnon Advisors, LLC 0
Neil Gagnon 8,409,020 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Gagnon Securities LLC 43,102,700
Gagnon Advisors, LLC 15,694,340
Neil Gagnon 61,969,360 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims beneficial ownership of all such securities. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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