- CANG Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
-
Insider
- Institutional
- Shorts
-
SC 13G Filing
Cango (CANG) SC 13GCango Inc.
Filed: 13 Feb 19, 9:50am
Cango Inc. |
(Name of Issuer) |
Class A ordinary shares |
(Title of Class of Securities) |
137586103** |
(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) |
CUSIP No. 137586103 | SCHEDULE 13G | Page 1 of 10 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Xiaoju Kuaizhi Inc. (“Didi”) | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 0 |
6 | SHARED VOTING POWER 43,484,992(1) | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 43,484,992(2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,484,992 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.5% | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Represents 4,740,480 Class A ordinary shares of Cango Inc. (the “Issuer”) held of record by Links Advance Holdings Limited, the sole shareholder of which (Cheering Venture Global Limited) is directly wholly owned by Didi, together with 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P., the general partner of which (DiDi Sunshine GP Limited) is indirectly wholly owned by Didi. |
(2) | Each limited partner of DiDi Sunshine Investments L.P. has sole investment power (but no voting power) in respect of its pro rata portion of the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P. (and in the aggregate such limited partners’ pro rata portion is 100%), except that in certain circumstances exercise of investment power by such limited partner is subject to the consent of the general partner (and hence deemed shared with DiDi Sunshine GP Limited, Ornate Beam Limited and Cheering Venture Global Limited). |
CUSIP No. 137586103 | SCHEDULE 13G | Page 2 of 10 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cheering Venture Global Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 0 |
6 | SHARED VOTING POWER 43,484,992(1) | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 43,484,992(2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,484,992 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.5% | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Represents 4,740,480 Class A ordinary shares held of record by Links Advance Holdings Limited, of which Cheering Venture Global Limited is the sole shareholder, together with 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P., of which DiDi Sunshine GP Limited is the general partner. Cheering Venture Global Limited is wholly owned by Didi and wholly owns Links Advance Holdings Limited and Ornate Beam Limited, which is the sole shareholder of DiDi Sunshine GP Limited. |
(2) | Each limited partner of DiDi Sunshine Investments L.P. has sole investment power (but no voting power) in respect of its pro rata portion of the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P. (and in the aggregate such limited partners’ pro rata portion is 100%), except that in certain circumstances exercise of investment power by such limited partner is subject to the consent of the general partner (and hence deemed shared with DiDi Sunshine GP Limited, Ornate Beam Limited and Didi). |
CUSIP No. 137586103 | SCHEDULE 13G | Page 3 of 10 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ornate Beam Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 0 |
6 | SHARED VOTING POWER 38,744,512(1) | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 38,744,512(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,744,512 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.3% | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Represents Class A ordinary shares held of record by DiDi Sunshine Investments L.P., of which DiDi Sunshine GP Limited is the general partner. Ornate Beam Limited is the sole shareholder of DiDi Sunshine GP Limited. The power to vote the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P. may also be exercised by DiDi Sunshine GP Limited, Cheering Venture Global Limited and Didi, and the power to dispose of such shares may be exercised by the limited partners of DiDi Sunshine Investments L.P. (as to all such shares), except in certain limited circumstances, where the consent of DiDi Sunshine GP Limited is also required (and hence deemed shared with DiDi Sunshine GP Limited, Cheering Venture Global Limited and Didi). |
CUSIP No. 137586103 | SCHEDULE 13G | Page 4 of 10 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DiDi Sunshine GP Limited | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 0 |
6 | SHARED VOTING POWER 38,744,512(1) | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 38,744,512(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,744,512 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.3% | |
12 | TYPE OF REPORTING PERSON CO |
(1) | Represents Class A ordinary shares held of record by DiDi Sunshine Investments L.P., of which DiDi Sunshine GP Limited is the general partner. The power to vote the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P. may also be exercised by Ornate Beam Limited, Cheering Venture Global Limited and Didi, and the power to dispose of such shares may be exercised by the limited partners of DiDi Sunshine Investments L.P. (as to all such shares), except in certain limited circumstances, where the consent of DiDi Sunshine GP Limited is also required (and hence deemed shared with Ornate Beam Limited, Cheering Venture Global Limited and Didi). |
CUSIP No. 137586103 | SCHEDULE 13G | Page 5 of 10 |
1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DiDi Sunshine Investments L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (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 0 |
6 | SHARED VOTING POWER 38,744,512(1) | |
7 | SOLE DISPOSITIVE POWER 0 | |
8 | SHARED DISPOSITIVE POWER 38,744,512(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,744,512 | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.3% | |
12 | TYPE OF REPORTING PERSON PN |
(1) | Represents Class A ordinary shares held of record by DiDi Sunshine Investments L.P. The power to vote the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine Investments L.P. may also be exercised by DiDi Sunshine GP Limited, Ornate Beam Limited, Cheering Venture Global Limited and Didi and the power to dispose of such shares may be exercised by the limited partners of DiDi Sunshine Investments L.P. (as to all such shares), except in certain limited circumstances, where the consent of DiDi Sunshine GP Limited is also required (and hence deemed shared with DiDi Sunshine GP Limited, Ornate Beam Limited, Cheering Venture Global Limited and Didi). |
CUSIP No. 137586103 | SCHEDULE 13G | Page 6 of 10 |
ITEM 1. | (a) | Name of Issuer: Cango Inc. (the “Issuer”) |
(b) | Address of Issuer’s Principal Executive Offices: 10A, Building 3, Youyou Century Plaza 428 South Yanggao Road Pudong New Area, Shanghai 200127 People’s Republic of China | |
ITEM 2. | (a) | Name of Person Filing: Xiaoju Kuaizhi Inc. (“Didi”), with respect to the Class A ordinary shares (as defined below) held of record by Links Advance Holdings Limited (“Links Advance”) and with respect to the Class A ordinary shares held of record by DiDi Sunshine (as defined below). Cheering Venture Global Limited (“Cheering Venture”), with respect to the Class A ordinary shares held of record by Links Advance, as sole shareholder of Links Advance and with respect to the Class A ordinary shares held of record by DiDi Sunshine, as the sole shareholder of Ornate Beam (as defined below). Ornate Beam Limited (“Ornate Beam”), as sole shareholder of DiDi Sunshine GP (as defined below), which in turn is the general partner of DiDi Sunshine, with respect to the Class A ordinary shares held of record by DiDi Sunshine. DiDi Sunshine GP Limited (“DiDi Sunshine GP”), which is the general partner of DiDi Sunshine, with respect to the Class A ordinary shares held of record by DiDi Sunshine. DiDi Sunshine Investments L.P. (“DiDi Sunshine”), with respect to the Class A ordinary shares held of record by it. |
(b) | Address of Principal Business Office, or if none, Residence: No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District | |
(c) | Citizenship: Didi: Cayman Islands Cheering Venture: British Virgin Islands Ornate Beam: British Virgin Islands DiDi Sunshine GP: Cayman Islands DiDi Sunshine: Cayman Islands | |
(d) | Title of Class of Securities: Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”). The Class A ordinary shares trade on the New York Stock Exchange in the form of American Depositary Shares. None of the reporting persons holds American Depositary Shares representing Class A ordinary shares. | |
(e) | CUSIP Number: There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 137586103 has been assigned to the American Depositary Shares of the Issuer. |
CUSIP No. 137586103 | SCHEDULE 13G | Page 7 of 10 |
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)(J). | |
ITEM 4. | OWNERSHIP. | |
The percentages of outstanding shares of the Issuer reported herein are based on the 222,884,172 Class A ordinary shares reported by the Issuer in its prospectus, dated July 25, 2018, filed with the Securities and Exchange Commission on July 27, 2018 pursuant to Rule 424(b) of the Securities Act of 1933, as adjusted for the 600,000 Class A ordinary shares issued by the Issuer pursuant to the exercise of an underwriters’ overallotment option. |
Didi | ||||
(a) (b) (c) | Amount beneficially owned: 43,484,992 Percent of class: 19.5% Number of shares as to which such person has: | |||
(i) (ii) (iii) (iv) | Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 43,484,992 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or to direct the disposition: 43,484,992 | |||
Didi does not directly own any Class A ordinary shares. Didi, as sole shareholder of Cheering Venture, which is the sole shareholder of Links Advance, has the power to vote and the power to dispose of the Class A ordinary shares beneficially owned by Links Advance. By reasons of the provisions of Rule 13d-3 of the Act, Didi may be deemed to beneficially own the Class A ordinary shares held of record by Links Advance. Didi disclaims beneficial ownership of such shares. Didi, as sole shareholder of Cheering Venture, which is the sole shareholder of Ornate Beam, which is the sole shareholder of DiDi Sunshine GP, the general partner of DiDi Sunshine, has the power to vote and has no power to dispose of the Class A ordinary shares held of record by DiDi Sunshine except under certain limited circumstances where it shares the power to dispose of such shares with the limited partners of DiDi Sunshine. By reasons of the provisions of Rule 13d-3 of the Act, Didi may be deemed to beneficially own the Class A ordinary shares held of record by DiDi Sunshine. Didi disclaims beneficial ownership of such shares. | ||||
Cheering Venture | ||||
(a) (b) (c) | Amount beneficially owned: 43,484,992 Percent of class: 19.5% Number of shares as to which such person has: | |||
(i) (ii) (iii) (iv) | Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 43,484,992 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or to direct the disposition: 43,484,992 | |||
Cheering Venture, as sole shareholder of Links Advance, has the power to vote (which it shares with Didi) and the power to dispose of (which it shares with Didi) the Class A ordinary shares beneficially owned by Links Advance. By reasons of the provisions of Rule 13d-3 of the Act, Cheering Venture may be deemed to beneficially own the Class A ordinary shares held of record by Links Advance. Cheering Venture disclaims beneficial ownership of such shares. |
CUSIP No. 137586103 | SCHEDULE 13G | Page 8 of 10 |
Cheering Venture, which is the sole shareholder of Ornate Beam, which is the sole shareholder of DiDi Sunshine GP, the general partner of DiDi Sunshine, has the power to vote (which it shares with Didi) and has no power to dispose of the Class A ordinary shares held of record by DiDi Sunshine except under certain limited circumstances where it shares the power to dispose of such shares with the limited partners of DiDi Sunshine and with Didi. By reasons of the provisions of Rule 13d-3 of the Act, Cheering Venture may be deemed to beneficially own the Class A ordinary shares held of record by DiDi Sunshine. Cheering Venture disclaims beneficial ownership of such shares. | ||||
Ornate Beam | ||||
(a) (b) (c) | Amount beneficially owned: 38,744,512 Percent of class: 17.3% Number of shares as to which such person has: | |||
(i) (ii) (iii) (iv) | Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 38,744,512 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 38,744,512 | |||
Ornate Beam, which is the sole shareholder of DiDi Sunshine GP, the general partner of DiDi Sunshine, has the power to vote (which it shares with Didi and Cheering Venture) and has no power to dispose of the Class A ordinary shares held of record by DiDi Sunshine except under certain limited circumstances where it shares the power to dispose of such shares with the limited partners of DiDi Sunshine and with Didi and Cheering Venture. By reasons of the provisions of Rule 13d-3 of the Act, Ornate Beam may be deemed to beneficially own the Class A ordinary shares held of record by DiDi Sunshine. Ornate Beam disclaims beneficial ownership of such shares. | ||||
DiDi Sunshine GP | ||||
(a) (b) (c) | Amount beneficially owned: 38,744,512 Percent of class: 17.3% Number of shares as to which such person has: | |||
(i) (ii) (iii) (iv) | Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 38,744,512 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 38,744,512 | |||
DiDi Sunshine GP, the general partner of DiDi Sunshine, has the power to vote (which it shares with Didi, Cheering Venture and Ornate Beam) and has no power to dispose of the Class A ordinary shares held of record by DiDi Sunshine except under certain limited circumstances where it shares the power to dispose of such shares with the limited partners of DiDi Sunshine and with Didi, Cheering Venture and Ornate Beam. By reasons of the provisions of Rule 13d-3 of the Act, DiDi Sunshine GP may be deemed to beneficially own the Class A ordinary shares held of record by DiDi Sunshine. DiDi Sunshine GP disclaims beneficial ownership of such shares. | ||||
DiDi Sunshine | ||||
(a) (b) (c) | Amount beneficially owned: 38,744,512 Percent of class: 17.3% Number of shares as to which such person has: | |||
(i) (ii) (iii) (iv) | Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 38,744,512 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 38,744,512 |
CUSIP No. 137586103 | SCHEDULE 13G | Page 9 of 10 |
DiDi Sunshine has the power to vote (which it shares with Didi, Cheering Venture, Ornate Beam and DiDi Sunshine GP) and has no power to dispose of the Class A ordinary shares held of record by DiDi Sunshine except under certain limited circumstances where it shares the power to dispose of such shares with the limited partners of DiDi Sunshine and with Didi, Cheering Venture, Ornate Beam and DiDi Sunshine GP. By reasons of the provisions of Rule 13d-3 of the Act, DiDi Sunshine may be deemed to beneficially own the Class A ordinary shares held of record by it. Each limited partner of DiDi Sunshine has investment power (namely, the power to dispose of, but no voting power) in respect of its pro rata portion of the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine, except that in certain limited circumstances, exercise of investment power by such limited partner is subject to the consent of the DiDi Sunshine GP. In the aggregate such limited partners’ pro rata portion is 100% of the Class A ordinary shares held of record by DiDi Sunshine. | ||||
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. |
Each of the five limited partners of DiDi Sunshine has investment power (namely the power to dispose of, but no voting power) in respect of its pro rata portion of the 38,744,512 Class A ordinary shares held of record by DiDi Sunshine, except that in certain limited circumstances, exercise of investment power by such limited partner is subject to the consent of the DiDi Sunshine GP. One such limited partner, Galactic Gain Limited, may be deemed to beneficially own 21,898,398 Class A ordinary shares held of record by DiDi Sunshine, which shares represent 9.8% of the outstanding Class A ordinary shares (based on its pro rata portion of the Class A ordinary shares (56.52%) held of record by DiDi Sunshine). | |
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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. | CERTIFICATION. |
Not applicable. |
CUSIP No. 137586103 | SCHEDULE 13G | Page 10 of 10 |
Xiaoju Kuaizhi Inc. | |||
By: | /s/ Cheng Wei | ||
Name: Cheng Wei | |||
Title: Director | |||
Cheering Venture Global Limited | |||
By: | /s/ Cheng Wei | ||
Name: Cheng Wei | |||
Title: Director | |||
Ornate Beam Limited | |||
By: | /s/ Cheng Wei | ||
Name: Cheng Wei | |||
Title: Director | |||
DiDi Sunshine GP Limited | |||
By: | /s/ Cheng Wei | ||
Name: Cheng Wei | |||
Title: Director | |||
DiDi Sunshine Investments L.P. By: its general partner, DiDi Sunshine GP Limited | |||
By: | /s/ Cheng Wei | ||
Name: Cheng Wei | |||
Title: Director |