Tencent Holdings Limited (TCEHY) SC 13G Beneficial ownership report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Futu Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

36118L106**

(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:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ 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 the disclosures provided in a prior cover page.

**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the American Depositary Shares (“ADSs”) of Futu Holdings Limited (“Issuer”), which are quoted on the Nasdaq Global Market under the symbol “FUTU.” Each ADS represents eight Class A Ordinary Shares.

The information required in 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. 36118L106

1	NAMES OF REPORTING PERSONS
	Qiantang River Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐ (Joint filers)
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
			169,643,000 shares1
		6	SHARED VOTING POWER
			0 shares
		7	SOLE DISPOSITIVE POWER
			169,643,000 shares2
		8	SHARED DISPOSITIVE POWER
			0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	169,643,000 shares3
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	34.4% (on an as-converted basis)4			��
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

¹ Represents 140,802,051 Class B Ordinary Shares and 28,840,949 Class A Ordinary Shares held of record by Qiantang River Investment Limited. 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.

² See footnote 1.

³ See footnote 1.

⁴ See Item 4.

Page 2 of 11

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	Image Frame Investment (HK) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐ (Joint filers)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			71,024,142 Class A Ordinary Shares
		6	SHARED VOTING POWER
			0 shares
		7	SOLE DISPOSITIVE POWER
			71,024,142 Class A Ordinary Shares
		8	SHARED DISPOSITIVE POWER
			0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,024,142 Class A Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20.1%5
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁵ See Item 4.

Page 3 of 11

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	TPP Follow-on I Holding A Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐ (Joint filers)
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
			28,205,205 Class A Ordinary Shares
		6	SHARED VOTING POWER
			0 shares
		7	SOLE DISPOSITIVE POWER
			28,205,205 Class A Ordinary Shares
		8	SHARED DISPOSITIVE POWER
			0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,205,205 Class A Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%6
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁶ See Item 4.

Page 4 of 11

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	TPP Opportunity I Holding A Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐ (Joint filers)
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
			29,615,465 Class A Ordinary Shares
		6	SHARED VOTING POWER
			0 shares
		7	SOLE DISPOSITIVE POWER
			29,615,465 Class A Ordinary Shares
		8	SHARED DISPOSITIVE POWER
			0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,615,465 Class A Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.4%7
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁷ See Item 4.

Page 5 of 11

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	Tencent Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐ (Joint filers)
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
			303,821,148 shares8
		6	SHARED VOTING POWER
			0 shares
		7	SOLE DISPOSITIVE POWER
			303,821,148 shares9
		8	SHARED DISPOSITIVE POWER
			0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	303,821,148 shares10
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	61.6% (on an as-converted basis)11
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁸ 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) 28,205,205 Class A Ordinary Shares held of record by TPP Follow-on I Holding A Limited,an entity controlled by Tencent Holdings Limited; (iv) 29,615,465 Class A Ordinary Shares held of record by TPP Opportunity I Holding A Limited, an entity controlled by Tencent Holdings Limited; and (v) 5,333,336 Class A Ordinary Shares represented by 666,667 ADSs held of record by Tencent Mobility 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.

⁹ See footnote 8.

¹⁰ See footnote 8.

¹¹ See Item 4.

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Item 1.

(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

Item 2.

(a)	Name of Person Filing Qiantang River Investment Limited Image Frame Investment (HK) Limited TPP Follow-on I Holding A Limited TPP Opportunity I Holding A 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 For each of TPP Follow-on I Holding A Limited and TPP Opportunity I Holding A Limited: Maples Corporate Services Limited P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands
(c)	Citizenship: Qiantang River Investment Limited Citizenship: British Virgin Islands Image Frame Investment (HK) Limited Citizenship: Hong Kong TPP Follow-on I Holding A Limited Citizenship: Cayman Islands TPP Opportunity I Holding A Limited Citizenship: Cayman Islands 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:____________________________

Page 7 of 11

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(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, 34.4%, is the sum of (i) 352,795,709 Class A Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019; 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 direction 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, 20.1%, is the 352,795,709 Class A Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019. 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 TPP Follow-on I Holding A Limited, 8.0%, is the 352,795,709 Class A Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019. 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 TPP Opportunity I Holding A Limited, 8.4%, is the 352,795,709 Class A Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019. 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, 61.6%, is the sum of (i) 352,795,709 Class A Ordinary Shares outstanding (including 9,000,000 Class A Ordinary Shares represented by 1,125,000 ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) following the closing of the Issuer’s initial public offering as set forth in the Issuer’s Form 424(b)(4) prospectus dated March 7, 2019; 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 direction 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.

Item 5. Ownership of Five Percent or Less of a Class

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. ☐

Page 8 of 11

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 Control Person

Tencent Mobility Limited beneficially owns 5,333,336 Class A Ordinary Shares represented by 666,667 ADSs and is a wholly-owned subsidiary of Tencent Holdings Limited.

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.

Material Filed as Exhibits

Exhibit A Joint Filing Agreement among Qiantang River Investment Limited, Image Frame Investment (HK) Limited, TPP Follow-on I Holding A Limited, TPP Opportunity I Holding A Limited  and Tencent Holdings Limited.

Page 9 of 11

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.

Date: February 10, 2020
	QIANTANG RIVER INVESTMENT LIMITED
	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

IMAGE FRAME INVESTMENT (HK) LIMITED
By:	/s/ Ma Huateng
	Name:	Ma Huateng
	Title:	Director

TPP FOLLOW-ON I HOLDING A LIMITED
By:	/s/ Li Zhaohui
	Name:	Li Zhaohui
	Title:	Director

TPP OPPORTUNITY I HOLDING A LIMITED
By:	/s/ Li Zhaohui
	Name:	Li Zhaohui
	Title:	Director

TENCENT HOLDINGS LIMITED
By:	/s/ Ma Huateng
	Name:	Ma Huateng
	Title:	Director

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

Page 10 of 11

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Date: February 10, 2020
	QIANTANG RIVER INVESTMENT LIMITED
	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

IMAGE FRAME INVESTMENT (HK) LIMITED
By:	/s/ Ma Huateng
	Name:	Ma Huateng
	Title:	Director

TPP FOLLOW-ON I HOLDING A LIMITED
By:	/s/ Li Zhaohui
	Name:	Li Zhaohui
	Title:	Director

TPP OPPORTUNITY I HOLDING A LIMITED
By:	/s/ Li Zhaohui
	Name:	Li Zhaohui
	Title:	Director

TENCENT HOLDINGS LIMITED
By:	/s/ Ma Huateng
	Name:	Ma Huateng
	Title:	Director

Page 11 of 11