SC 13G

 

 

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

     

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

     

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 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:

 

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), or 240.13d-2(b) or (c), check whether the persons filing is a:
   Not applicable

 

4


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 a one-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
EX-99.(A)

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value of $0.000125 per share, of Pintec Technology Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of 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