Filing Details

Accession Number:
0001193125-22-035799
Form Type:
13G Filing
Publication Date:
2022-02-10 19:00:00
Filed By:
Ma Cunjun
Company:
Huize Holding Limited (NASDAQ:HUIZ)
Filing Date:
2022-02-11
SEC Url:
13G Filing
Ownership Summary

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
Cunjun Ma 297,078,033 0 162,908,873 0 302,289,959 29.0%
Huidz Holding Limited 150,591,207 0 150,591,207 0 150,591,207 14.5%
Bodyguard Holding Limited 0 0 55,110,084 0 55,110,084 5.3%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and

Amendments Thereto

Filed Pursuant to § 240.13d-2

Under The Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Huize Holding Limited

(Name of Issuer)

Class A common shares, par value of $0.00001 per share

(Title of Class of Securities)

G46439 108

(CUSIP Number)

December 31, 2021

(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 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.

**

There is no CUSIP number assigned to the class A common shares of the Issuer. CUSIP number G46439 108 has been assigned to the American depositary shares (ADSs) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol HUIZ. Each ADS represents twenty class A common shares 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. G46439 108

 

  1    

  Name of Reporting Person

 

  Cunjun Ma

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Peoples Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5    

  Sole Voting Power

 

  297,078,033 common shares. See Item 4.

   6  

  Shared Voting Power

 

  0

   7  

  Sole Dispositive Power

 

  162,908,873 common shares. See Item 4.

   8  

  Shared Dispositive Power

 

  0

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  302,289,959 common shares. See Item 4.

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11  

  Percent of Class Represented by Amount in Row (9)

 

  29.0%. See Item 4.

12  

  Type of Reporting Person

 

  IN

 

2


CUSIP No. G46439 108

 

  1    

  Name of Reporting Person

 

  Huidz Holding 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

 

  150,591,207 Class B common shares. See Item 4.

   6  

  Shared Voting Power

 

  0. See Item 4.

   7  

  Sole Dispositive Power

 

  150,591,207 Class B common shares. See Item 4.

   8  

  Shared Dispositive Power

 

  0

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  150,591,207 Class B common shares. See Item 4.

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11  

  Percent of Class Represented by Amount in Row (9)

 

  14.5%. See Item 4.

12  

  Type of Reporting Person

 

  CO

 

3


CUSIP No. G46439 108

 

  1    

  Name of Reporting Person

 

  Bodyguard Holding 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

 

  0

   6  

  Shared Voting Power

 

  0. See Item 4.

   7  

  Sole Dispositive Power

 

  55,110,084 Class A common shares. See Item 4.

   8  

  Shared Dispositive Power

 

  0

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  55,110,084 Class A common shares. See Item 4.

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11  

  Percent of Class Represented by Amount in Row (9)

 

  5.3%. See Item 4.

12  

  Type of Reporting Person

 

  CO

 

4


CUSIP No. G46439 108

 

Item 1(a).

Name of Issuer:

Huize Holding Limited (the Issuer)

 

Item 1(b).

Address of Issuers Principal Executive Offices:

49/F, Building T1, Qianhai Financial Centre, Linhai Avenue, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000, Peoples Republic of China

 

Item 2(a).

Name of Person Filing:

Cunjun Ma, Huidz Holding Limited and Bodyguard Holding Limited (collectively, the Reporting Persons)

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of Cunjun Ma is 49/F, Building T1, Qianhai Financial Centre, Linhai Avenue, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000, Peoples Republic of China. The address of Huidz Holding Limited and Bodyguard Holding Limited is both Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1 110.

 

Item 2(c)

Citizenship:

Cunjun Ma is a citizen of the Peoples Republic of China. Each of Huidz Holding Limited and Bodyguard Holding Limited is a business company incorporated in British Virgin Islands.

 

Item 2(d).

Title of Class of Securities:

Class A common shares, par value of $0.00001 per share

The Issuers common shares consist of Class A common shares and Class B common shares. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to fifteen votes per share on all matters submitted to them for a vote. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

 

Item 2(e).

CUSIP Number:

G46439 108

 

Item 3.

Not applicable

 

5


Item 4.

Ownership:

The following information with respect to the ownership of the common shares of the Issuer by each Reporting Person is provided as of December 31, 2021.

 

Reporting Person

   Amount
beneficially
owned:
    Percent
of
class(1):
    Percent
of
aggregate
voting
power(2):
    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:
 

Cunjun Ma

     302,289,959 (3)      29.0     76.5     297,078,033 (3)      0        162,908,873 (3)      0  

Huidz Holding Limited

     150,591,207 (4)      14.5     71.8     150,591,207 (4)      0        150,591,207 (4)      0  

Bodyguard Holding Limited

     55,110,084 (5)      5.3     0       0       0        55,110,084 (5)      0  

 

(1)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,036,757,933 common shares (being the sum of 886,166,726 Class A common shares and 150,591,207 Class B common shares) of the Issuer outstanding as of December 31, 2021.

(2)

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuers class A and class B common shares as a single class. Each class A common share is entitled to one vote, and each class B common share is entitled to fifteen votes. Each class B common share is convertible at the option of the holder into one class A common share, whereas class A common shares are not convertible into class B common shares under any circumstances.

(3)

Represents (i) 5,211,926 Class A common shares issuable to Mr. Cunjun Ma upon exercise of options within 60 days after December 31, 2021; (ii) 7,105,740 Class A common shares held by Mr. Cunjun Ma in the form of ADSs . (iii) 150,591,207 Class B common shares directly held by Huidz Holding Limited, a company incorporated in British Virgin Islands that is ultimately controlled by QYRT Family Trust, a trust established under the laws of the British Virgin Islands and managed by HSBC International Trustee Limited as the trustee. Mr. Cunjun Ma is the settlor of the trust and his family member(s) are the trusts beneficiaries. Under the terms of this trust, Mr. Cunjun Ma has the power to direct the trustee with respect to the retention and disposal of, and the exercise of any voting rights attached to, the shares held by Huidz Holding Limited in the Issuer; and (iv) 139,381,086 Class A common shares held by other shareholders of the Issuer, the sole voting power of which has been delegated to Mr. Cunjun Ma. These shares are directly held by Bodyguard Holding Limited, Wande Weirong Limited, CDF Capital Insurtech Limited, Tian Jin Kun Zhi Enterprise Management Limited, Kunlun Technology Limited, Jumi Holding Limited and One Mind Holding Limited.

(4)

Represents 150,591,207 Class B common shares directly held by Huidz Holding Limited.

(5)

Represents 55,110,084 Class A common shares directly held by Bodyguard Holding Limited, an ESOP platform for the restricted share award of the Issuer or on behalf of certain director. The restricted shares are granted to certain directors, management and key employees of the Issuer who are shareholders of Bodyguard Holding Limited. The sole voting power of these Class A common shares has been delegated to Mr. Cunjun Ma.

 

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

 

6


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

 

7


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

A*    Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 11, 2021 by the reporting persons with the Securities and Exchange Commission)

 

Note:

*

Previously filed

 

8


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 11, 2022

 

Cunjun Ma

/s/ Cunjun Ma

Huidz Holding Limited
By:  

/s/ Cunjun Ma

  Name:   Cunjun Ma
  Title:   Director
Bodyguard Holding Limited
By:  

/s/ Feijuan Wang

  Name:   Feijuan Wang
  Title:   Director

 

9