| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Cango Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
137586103 (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. | 137586103 |
| 1 | Names of Reporting Persons Taikang Asset Management Co., Ltd. | ||||||||
| 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 9,576,483.00 | ||||||||
| 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) 4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Taikang Asset Management Co., Ltd. ("Taikang Asset Management") indirectly holds 2,867,491 Class A ordinary shares (represented by ADSs) of the Issuer. In addition, Taikang Asset Management has been delegated by Taikang Life Insurance Co., Ltd. ("Taikang Life") with respect to certain investment discretion over Magic Spark Inc. Accordingly, Taikang Asset Management may be deemed to beneficially own 6,708,992 Class A ordinary shares (represented by ADSs) held by Taikang Life for purpose of Rule 13d-3.
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons TK Autolink Inc. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,584,364.00 | ||||||||
| 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) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Magic Spark Inc. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,708,992.00 | ||||||||
| 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) 3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Shanghai Canji Enterprise Management Consulting Co., Ltd. | ||||||||
| 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 3,584,364.00 | ||||||||
| 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) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership) | ||||||||
| 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 3,548,520.00 | ||||||||
| 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) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Taikang Life Insurance Co., Ltd. | ||||||||
| 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 7,593,922.00 | ||||||||
| 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) 3.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
Comment for Type of Reporting Person:
Taikang Life Insurance Co., Ltd. ("Taikang Life") directly holds 100% shares of Magic Spark Inc., which directly holds 6,708,992 Class A ordinary shares (represented by ADSs) of the Issuer. In addition, Taikang Life is a limited partner in Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership) ("Shandong Fund") and indirectly holds 884,930 Class A ordinary shares (represented by ADSs) of the Issuer, although the voting power and dispositive power with respect to such shares have been passed through to the general partners of Shandong Fund.
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Taikang Pension & Insurance Co.,Ltd. | ||||||||
| 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 1,327,360.00 | ||||||||
| 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) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
Comment for Type of Reporting Person:
Taikang Pension & Insurance Co.,Ltd. ("Taikang Pension") is a limited partner in Shandong Fund and indirectly holds 1,327,360 Class A ordinary shares (represented by ADSs) of the Issuer, although the voting power and dispositive power with respect to such shares have been passed through to the general partners of Shandong Fund.
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Beijing Taikang Investment Co., Ltd. | ||||||||
| 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 3,584,364.00 | ||||||||
| 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) 1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Beijing Taikang Investment Co., Ltd. ("Beijing Taikang") indirectly holds 35,844 Class A ordinary shares (represented by ADSs) of the Issuer. In addition, Beijing Taikang serves as one of the general partners of Shandong Fund, and exercises certain investment discretion. Accordingly, Beijing Taikang may be deemed to beneficially own 3,548,520 Class A ordinary shares (represented by ADSs) indirectly held by Shandong Fund for purpose of Rule 13d-3.
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| CUSIP No. | 137586103 |
| 1 | Names of Reporting Persons Taikang Insurance Group Inc. | ||||||||
| 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 9,576,483.00 | ||||||||
| 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) 4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC |
Comment for Type of Reporting Person:
Row 11 is calculated based on a total of 217,835,808 outstanding ordinary shares of the Issuer, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on April 26, 2024, which takes into account 144,857,131 Class A ordinary shares and 72,978,677 Class B ordinary shares.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Cango Inc. | |
| (b) | Address of issuer's principal executive
offices: 8F, New Bund Oriental Plaza II, 556 West Haiyang Road, Pudong New Area, Shanghai, China, 200124 | |
| Item 2. | ||
| (a) | Name of person filing: This statement on Schedule 13G is being filed by the following persons, collectively, the "Reporting Persons." This schedule is filed by and on behalf of: TK Autolink Inc.; Magic Spark Inc.; Shanghai Canji Enterprise Management Consulting Co., Ltd.; Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership); Taikang Life Insurance Co., Ltd.; Taikang Pension & Insurance Co.,Ltd.; Beijing Taikang Investment Co., Ltd.; Taikang Asset Management Co., Ltd.; Taikang Insurance Group Inc.
Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate parties. The Reporting Persons' Joint Filing Agreement to file this statement on behalf of each of them is attached as Exhibit A hereto. | |
| (b) | Address or principal business office or, if
none, residence: TK Autolink Inc.
Address of Principal Office: 4th Floor, Harbour Place, 103 South Church Street,P.O. Box
10240, Grand Cayman, KY1-1002, Cayman Islands
Magic Spark Inc.
Address of Principal Office: 4th Floor, Harbour Place, 103 South Church Street,P.O. Box
10240, Grand Cayman, KY1-1002, Cayman Islands
Shanghai Canji Enterprise Management Consulting Co., Ltd.
Address of Principal Office: Unit C, 9th Floor, No.8 Dongfang Road, China (Shanghai) Free
Trade Zone, Shanghai, China
Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership)
Address of Principal Office: No. 11-49-01, Jidong Street, Huanghe Town, Zhangqiu District,
Jinan, Shandong Province, China
Taikang Life Insurance Co., Ltd.
Address of Principal Office:Building No.1, Courtyard No.16, Jinghui Street, Chaoyang District,
Beijing, China
Taikang Pension & Insurance Co.,Ltd.
Address of Principal Office: Building No.1, Courtyard No.16, Jinghui Street, Chaoyang District,
Beijing, China
Beijing Taikang Investment Co., Ltd.
Address of Principal Office: Building No.1, Courtyard No.16, Jinghui Street, Chaoyang District,
Beijing, China
Taikang Asset Management Co., Ltd.
Address of Principal Office: Building No.1, Courtyard No.16, Jinghui Street, Chaoyang District,
Beijing, China
Taikang Insurance Group Inc.
Address of Principal Office: Building No.1, Courtyard No.16, Jinghui Street, Chaoyang District,
Beijing, China | |
| (c) | Citizenship: TK Autolink Inc.: Place of Organization: Cayman Islands
Magic Spark Inc.: Place of Organization: Cayman Islands
Shanghai Canji Enterprise Management Consulting Co., Ltd.: Place of Organization: People's Republic of China
Shandong State-controlled Taikang Phase I Industrial Development Fund Partnership Enterprise (Limited Partnership): Place of Organization: People's Republic of China
Taikang Life Insurance Co., Ltd.: Place of Organization: People's Republic of China
Taikang Pension & Insurance Co.,Ltd.: Place of Organization: People's Republic of China
Beijing Taikang Investment Co., Ltd.: Place of Organization: People's Republic of China
Taikang Asset Management Co., Ltd.: Place of Organization: People's Republic of China
Taikang Insurance Group Inc.: Place of Organization: People's Republic of China | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 137586103 | |
| 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 responses on the cover page hereto. | |
| (b) | Percent of class: See responses on the cover page hereto. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses on the cover page hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See responses on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses on the cover page hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
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. |
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Exhibit
Information |
Exhibit A - Joint Filing Agreement |