| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Qudian Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
747798106 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 747798106 |
| 1 | Names of Reporting Persons QUFENQI HOLDING LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 63,491,172.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 33.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents 63,491,172 Class B ordinary shares held by Qufenqi Holding Limited ("Qufenqi"). Qufenqi is ultimately wholly owned by a trust of which Mr. Min Luo and his spouse are the beneficiaries. Accordingly, each of Mr. Min Luo and Qufenqi may thereby be deemed to beneficially own the 63,491,172 Class B ordinary shares held by Qufenqi. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.
The percentages used in this Schedule 13G/A are calculated based on a total of 125,912,679 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as reported in the Issuer's annual report on Form 20-F filed on April 29, 2024, assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares. Beneficial ownership information is presented as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 747798106 |
| 1 | Names of Reporting Persons Min Luo | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 66,327,372.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 35.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The beneficial ownership reported herein represents (i) 2,836,200 Class A ordinary shares held by the spouse of Mr. Min Luo and (ii) 63,491,172 Class B ordinary shares held by Qufenqi. Qufenqi is ultimately wholly owned by a trust of which Mr. Min Luo and his spouse are the beneficiaries. Accordingly, each of Mr. Min Luo and Qufenqi may thereby be deemed to beneficially own the 63,491,172 Class B ordinary shares held by Qufenqi. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.
The percentages used in this Schedule 13G/A are calculated based on a total of 125,912,679 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as reported in the Issuer's annual report on Form 20-F filed on April 29, 2024, assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares. Beneficial ownership information is presented as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Qudian Inc. | |
| (b) | Address of issuer's principal executive
offices: Building 1, Qudian Innovation Park, Meilin Street, Tongan District, Xiamen, Fujian Province, F4, 361000 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Qufenqi Holding Limited ("Qufenqi"), a limited liability company established in the British Virgin Islands; and
(ii) Min Luo. | |
| (b) | Address or principal business office or, if
none, residence: (i) The address of the principal business office of Min Luo is Building 1, Qudian Innovation Park, Meilin Street, Tongan District, Xiamen, Fujian Province, China.
(ii) The registered address of Qufenqi is Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship: (i) Min Luo - People's Republic of China
(ii) Qufenqi - British Virgin Islands | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 747798106 | |
| 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 associations 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). 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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person.
Percent of class is calculated based on a total of 125,912,679 Class A ordinary shares and 63,491,172 Class B ordinary shares of the Issuer issued and outstanding as of March 31, 2024, as reported in the Issuer's annual report on Form 20-F filed on April 29, 2024, assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
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
|
| 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. |
|
|
|
|
Exhibit
Information |
Exhibit 99.1 Joint Filing Agreement |