SC 13G/A 1 a20-7718_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

LexinFintech Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

528877 103**

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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 528877 103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “LX.” Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to 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).

 


 

 

1

Name of Reporting Person
Wenjie Xiao

 

 

 

 

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
100,995,059
(1)

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
100,995,059
(1)

 

 

8

Shared Dispositive Power
0

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
100,995,059
(1)

 

 

 

 

10

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

 

 

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

 

 

12

Type of Reporting Person
IN

 


(1)                                 Represents 134,001 restricted ADSs, representing 268,002 Class A ordinary shares, and 100,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. 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 ten 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


 

 

1

Name of Reporting Person
The JX Chen Family Trust

 

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

¨

 

 

(b)

¨

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
100,995,059 
(2)

 

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
100,995,059 
(2) 

 

 

8

Shared Dispositive Power
0

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
100,995,059 
(2)

 

 

 

 

10

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

 

 

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

 

 

12

Type of Reporting Person
OO

 


(2)                                 Represents 134,001 restricted ADSs, representing 268,002 Class A ordinary shares, and 100,727,057 Class B ordinary shares held by Installment Payment Investment Inc. Installment Payment Investment Inc. is controlled by The JX Chen Family Trust. 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. 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 ten votes per share on all matters submitted to them for vote.

 

3


 

 

1

Name of Reporting Person
Installment Payment Investment Inc.

 

 

 

 

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
100,995,059
(3)

 

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
100,995,059
(3) 

 

 

8

Shared Dispositive Power
0

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
100,995,059
(3) 

 

 

 

 

10

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

 

 

 

 

11

Percent of Class Represented by Amount in Row 9
28.1%

 

 

 

 

12

Type of Reporting Person
CO

 


(3)                                 Represents 134,001 restricted ADSs, representing 268,002 Class A ordinary shares, and 100,727,057 Class B ordinary shares held by Installment Payment Investment Inc. 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. 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 ten votes per share on all matters submitted to them for vote.

 

4


 

Item 1(a).

Name of Issuer:
LexinFintech Holdings Ltd. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
27/F CES Tower, No. 3099 Keyuan South Road, Nanshan District, Shenzhen 518052, People’s Republic of China

 

Item 2(a).

Name of Person Filing:
(i) Wenjie Xiao,

(ii) The JX Chen Family Trust, and

(iii) Installment Payment Investment Inc. (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Wenjie Xiao
c/o
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
People’s Republic of China

 

The JX Chen Family Trust
2/F., The Grand Pavilion Commercial Centre
802 West Bay Road
P.O. Box 10338, KY1-1003, Grand Cayman
Cayman Islands

 

Installment Payment Investment Inc.
c/o
27/F CES Tower
No. 3099 Keyuan South Road
Nanshan District, Shenzhen 518052
People’s Republic of China

Item 2(c).

Citizenship:
Wenjie Xiao - People Republic of China

The JX Chen Family Trust — Cayman Islands

Installment Payment Investment Inc. - British Virgin Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.0001 par value 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 ten 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.

Item 2(e).

CUSIP Number:
528877 103

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the 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 persons filing is a:

 

Not applicable

 

5


 

Item 4.

Ownership:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent
of class:

 

Percent of
aggregate
voting
power:

 

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:

 

Wenjie Xiao

 

100,995,059

(1)

28.1

%(2)

79.6

%(3)

100,995,059

(1)

0

 

100,995,059

(1)

0

 

The JX Chen Family Trust

 

100,995,059

(4)

28.1

%(2)

79.6

%(3)

100,995,059

(4)

0

 

100,995,059

(4)

0

 

Installment Payment Investment Inc.

 

100,995,059

(4)

28.1

%(2)

79.6

%(3)

100,995,059

(4)

0

 

100,995,059

(4)

0

 

 


(1)          Represents 134,001 restricted ADSs, representing 268,002 Class A ordinary shares, and 100,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust. The beneficiaries of The JX Chen Family Trust are Mr. Wenjie Xiao and his family and therefore, Mr. Xiao may be deemed to be the beneficial owner of the shares held by Installment Payment Investment Inc. 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 ten 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)          The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 359,417,329 ordinary shares (being the sum of 258,690,272 Class A ordinary shares and 100,727,057 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019 as a single class. 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.

 

(3)          For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. 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 ten votes per share on all matters submitted to them for vote.

 

(4)          Represents 134,001 restricted ADSs, representing 268,002 Class A ordinary shares, and 100,727,057 Class B ordinary shares held by Installment Payment Investment Inc., a company incorporated in the British Virgin Islands and controlled by The JX Chen Family Trust.  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 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

 

6


 

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 13, 2020

 

 

WENJIE XIAO

 

 

 

/s/ Wenjie Xiao

 

 

 

 

 

THE JX CHEN FAMILY TRUST

 

 

 

By:

/s/ Choi Kin Wai

 

 

/s/ Ho Suk Ching

 

Name:

Choi Kin Wai / Ho Suk Ching

 

 

on behalf of TMF (Cayman) Ltd.

 

Title:

Trustee

 

 

 

 

 

 

 

INSTALLMENT PAYMENT INVESTMENT INC.

 

 

 

 

By:

/s/ Wenjie Xiao

 

Name:

Wenjie Xiao

 

Title:

Director

 

7


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

A

 

Joint Filing Agreement

 

8