Filing Details
- Accession Number:
- 0001104659-20-017575
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-12 06:04:35
- Filed By:
- Sun Lei
- Company:
- 9F Inc.
- Filing Date:
- 2020-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Lei Sun | 77,872,600 | 0 | 77,872,600 | 0 | 77,872,600 | 37.8% |
| Nine F Capital Limited | 77,872,600 | 0 | 77,872,600 | 0 | 77,872,600 | 37.8% |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934*
9F Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.00001 per share
(Title of Class of Securities)
65442R 109
(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:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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.
** CUSIP number 65442R 109 has been assigned to the American Depositary Shares (ADSs) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol JFU. Each ADS represents one Class A ordinary share of the Issuer.
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. 65442R 109 |
| Page 1 of 7 pages |
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person | |||
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| CUSIP No. 65442R 109 |
| Page 2 of 7 pages |
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| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person | |||
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| CUSIP No. 65442R 109 |
| Page 3 of 7 pages |
| Item 1(a). |
| Name of Issuer: |
| Item 1(b). |
| Address of Issuers Principal Executive Offices: |
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| Item 2(a). |
| Name of Person Filing: |
| Item 2(b). |
| Address of Principal Business Office or, if none, Residence: |
| Item 2(c) |
| Citizenship: |
| Item 2(d). |
| Title of Class of Securities:
The Issuers 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 five votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 2(e). |
| CUSIP Number: |
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| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
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| Not applicable | |
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| CUSIP No. 65442R 109 |
| Page 4 of 7 pages |
| Item 4. | Ownership: |
| The following information with respect to the ownership of the ordinary shares of the Issuer by each Reporting Person is provided as of December 31, 2019. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The table below is prepared based on 128,228,600 shares of Class A ordinary shares and 66,962,400 shares of Class B ordinary shares outstanding as of December 31, 2019. | |
For Lei Sun:
| Reporting Person: Lei Sun |
| Class A ordinary |
| Class B ordinary |
| Total ordinary |
| Percentage of |
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| (a) Amount beneficially owned: |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (b) Percent of class: |
| 37.8 | %(3) |
| 37.3 | %(5) | 70.2 | %(6) | |
| (c) Number of shares as to which the person has: |
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| (i) Sole power to vote or to direct the vote |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (ii) Shared power to vote or to direct the vote |
| 0 |
| 0 |
| 0 |
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| (iii) Sole power to dispose or to direct the disposition of |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (iv) Shared power to dispose or to direct the disposition of |
| 0 |
| 0 |
| 0 |
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Notes:
(1) Representing 13,724,600 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019. The Nine F Trust is a trust established under the laws of Guernsey and managed by Credit Suisse Trust Limited as the trustee. Mr. Lei Sun is the settlor of the trust and Mr. Lei Sun and his family members are the trusts beneficiaries. Under the terms of this trust, Mr. Lei Sun has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Nine F Capital Limited in the Issuer. Mr. Sun may be deemed to have the sole voting and dispositive power over the shares held by Nine F Capital Limited.
(2) Representing 64,148,000 Class B ordinary shares held by Nine F Capital Limited.
(3) To derive this percentage, (x) the numerator is the sum of (i) 13,724,600, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019 and (ii) 64,148,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 128,228,600, being the numbers of the Issuers total Class A ordinary shares outstanding as of December 31, 2019, (ii) 64,148,000, being the number of Class A ordinary shares upon conversion of 64,148,000 Class B ordinary shares held by Nine F Capital Limited, and (iii) 13,724,600, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019.
(4) Representing (i) 13,724,600 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019and (ii) 64,148,000 Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the ClassB ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares.
(5) To derive this percentage, (x) the numerator is the sum of (i) 13,724,600, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019 and (ii) 64,148,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 128,228,600, being the number of the Issuers total Class A ordinary shares outstanding as of December 31, 2019, (ii) 66,962,400, being the number of the Issuers total Class B ordinary shares outstanding as of December 31, 2019 that are convertible into the same number of Class A ordinary shares, and (iii) 13,724,600, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019.
(6) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuers Class A and Class B ordinary shares as a single class. Each holder of the Issuers Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuers Class B ordinary shares is entitled to five votes per Class B ordinary share.
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| CUSIP No. 65442R 109 |
| Page 5 of 7 pages |
For Nine F Capital Limited:
| Reporting Person: Nine F Capital Limited |
| Class A ordinary |
| Class B ordinary |
| Total ordinary |
| Percentage of |
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| (a) Amount beneficially owned: |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (b) Percent of class: |
| 37.8 | %(3) |
| 37.3 | %(5) | 70.2 | %(6) | |
| (c) Number of shares as to which the person has: |
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| (i) Sole power to vote or to direct the vote |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (ii) Shared power to vote or to direct the vote |
| 0 |
| 0 |
| 0 |
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| (iii) Sole power to dispose or to direct the disposition of |
| 13,724,600 | (1) | 64,148,000 | (2) | 77,872,600 | (4) |
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| (iv) Shared power to dispose or to direct the disposition of |
| 0 |
| 0 |
| 0 |
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Notes:
(1) Representing 13,724,600 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019.
(2) Representing 64,148,000 Class B ordinary shares held by Nine F Capital Limited.
(3) To derive this percentage, (x) the numerator is the sum of (i) 13,724,600, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019 and (ii) 64,148,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 128,228,600, being the numbers of the Issuers total Class A ordinary shares outstanding as of December 31, 2019, (ii) 64,148,000, being the number of Class A ordinary shares upon conversion of 64,148,000 Class B ordinary shares held by Nine F Capital Limited, and (iii) 13,724,600, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019.
(4) Representing (i) 13,724,600 Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019and (ii) 64,148,000 Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the ClassB ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares.
(5) To derive this percentage, (x) the numerator is the sum of (i) 13,724,600, being the number of the Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019 and (ii) 64,148,000, being the number of Class B ordinary shares held by Nine F Capital Limited, a British Virgin Islands company controlled by The Nine F Trust, assuming all the Class B ordinary shares held by Nine F Capital Limited are converted into the same number of Class A ordinary shares, and (y) the denominator is the sum of (i) 128,228,600, being the number of the Issuers total Class A ordinary shares outstanding as of December 31, 2019, (ii) 66,962,400, being the number of the Issuers total Class B ordinary shares outstanding as of December 31, 2019 that are convertible into the same number of Class A ordinary shares, and (iii) 13,724,600, being the number of Class A ordinary shares that Nine F Capital Limited may purchase upon exercise of options within 60 days of December 31, 2019.
(6) Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuers Class A and Class B ordinary shares as a single class. Each holder of the Issuers Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of the Issuers Class B ordinary shares is entitled to five votes per Class B ordinary share.
| Item 5. | Ownership of Five Percent or Less of a Class: |
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| Not applicable |
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
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| Not applicable |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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| Not applicable |
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| Item 8. | Identification and Classification of Members of the Group: |
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| Not applicable |
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| Item 9. | Notice of Dissolution of Group: |
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| Not applicable |
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| Item 10. | Certifications: |
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| Not applicable |
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| CUSIP No. 65442R 109 |
| Page 6 of 7 pages |
LIST OF EXHIBITS
| Exhibit No. |
| Description |
| A |
| Joint Filing Agreement |
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| CUSIP No. 65442R 109 |
| Page 7 of 7 pages |
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 12, 2020 |
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| Lei Sun | |
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| /s/ Lei Sun | |
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| Nine F Capital Limited | |
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| By: | /s/ Lei Sun |
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| Name: | Lei Sun |
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| Title: | Director |
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