SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Pintec Technology Holdings Limited
(Name of Issuer)
Class A ordinary shares, $0.000125 par value per share
(Title of Class of Securities)
72352G 107**
(CUSIP Number)
December 31, 2018
(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 disclosures provided in a prior cover page. |
| ** | CUSIP number 72352G 107 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market under the symbol “PT.” Each ADS represents seven class A ordinary shares of the issuer. No CUSIP number has been assigned to the 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).
| 1 | Name of Reporting Person
Xiaomi Ventures 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
16,956,487 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
16,956,487 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,956,487 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
2
| 1 | Name of Reporting Person
Xiaomi Corporation | |||||
| 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
16,956,487(1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
16,956,487(1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,956,487(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Represents 16,956,487 Class A ordinary shares directly held by Xiaomi Ventures Limited, a company incorporated under the laws of British Virgin Islands. Xiaomi Ventures Limited is beneficially owned and controlled by Xiaomi Corporation. |
3
| Item 1(a). | Name of Issuer:
Pintec Technology Holdings Limited (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
216, 2/F East Gate, Pacific Century Place, No.A2 Gongti North Road, Chaoyang District, Beijing, People’s Republic of China | |
| Item 2(a). | Name of Person Filing:
(i) Xiaomi Ventures Limited; and (ii) Xiaomi Corporation (collectively, the “Reporting Persons”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
For Xiaomi Ventures Limited c/o P.O. Box 2221 Road Town, Tortola British Virgin Islands
For Xiaomi Corporation Rainbow City Office Building 68 Qinghe Middle Street Haidian District, Beijing People’s Republic of China | |
| Item 2(c) | Citizenship:
Xiaomi Ventures Limited – British Virgin Islands Xiaomi Corporation – Cayman Islands | |
| Item 2(d). | Title of Class of Securities:
Class A ordinary shares, $0.000125 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 fifteen votes per share, subject to certain conditions, 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 aone-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. | |
| Item 2(e). | CUSIP Number:
72352G 107
This CUSIP number applies to the American depositary shares of the Issuer, each representing seven Class A ordinary shares of the Issuer. No CUSIP has been assigned to the ordinary shares. | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or240.13d-2(b) or (c), check whether the persons filing is a: | |
| Not applicable | ||
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| 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: | |||||||||||||||||||||
Xiaomi Ventures Limited | 16,956,487 | 6.4 | % | 1.7 | % | 16,956,487 | 0 | 16,956,487 | 0 | |||||||||||||||||||
Xiaomi Corporation | 16,956,487 | 6.4 | % | 1.7 | % | 16,956,487 | 0 | 16,956,487 | 0 | |||||||||||||||||||
As of December 31, 2018, 16,956,487 Class A ordinary shares were directly held by Xiaomi Ventures Limited, a company incorporated under the laws of British Virgin Islands. Xiaomi Ventures Limited is beneficially owned and controlled by Xiaomi Corporation.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 265,594,453 ordinary shares (being the sum of 213,811,958 Class A ordinary shares and 51,782,495 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on aone-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 fifteen votes per share, subject to certain conditions, 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 | |
5
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement | |
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 1, 2019
| XIAOMI VENTURES LIMITED | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
| XIAOMI CORPORATION | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
