Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 1:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(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. 2)*
FinVolution
Group
(Name of Issuer)
Class A Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
69354V108**
(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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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*
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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 the disclosures provided in a prior cover page.
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**
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This CUSIP number applies to the Issuer’s American depositary shares, each representing five Class A
Ordinary Shares.
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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).
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
2
of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (“SC 2010 CV HOLDCO”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
86,837,110
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
86,837,110
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
10.5%1
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
3
of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA VENTURE 2010 FUND, L.P. (“SC CV 2010”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SC CV 2010 HOLDCO is wholly owned by SC CV 2010.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
10.5%1
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
4
of 12 Pages
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1
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NAME OF REPORTING PERSON
SC CHINA VENTURE 2010 MANAGEMENT, L.P. (“SC CV 2010 MGMT”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
10.5%1
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
5
of 12 Pages
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1
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NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (“SCC HOLD”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
10.5%1
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
6
of 12 Pages
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1
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NAME OF REPORTING PERSON
URM MANAGEMENT LIMITED (“URM MGMT”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
94,710
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
94,710
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,7101
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1%2
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Represented by 18,942 American Depositary Shares.
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2
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
7
of 12 Pages
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1
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NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (“SNP”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
BRITISH VIRGIN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
86,837,110 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV
HOLDCO.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,837,110
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
10.5%1
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
8
of 12 Pages
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1
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NAME OF REPORTING PERSON
NEIL NANPENG SHEN (“NS”)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
HONG KONG
SAR
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
12,162,480
shares1
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6
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SHARED VOTING POWER
86,931,820 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO and 94,7102 shares are directly owned by URM MGMT. NS wholly owns each of SNP and URM MGMT. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV
2010 MGMT is the General Partner of SC CV 2010. SC CV 2010 wholly owns SC 2010 CV HOLDCO.
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7
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SOLE DISPOSITIVE POWER
12,162,480 shares
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8
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SHARED DISPOSITIVE POWER
86,931,820 shares, of which 86,837,110 shares are directly owned by
SC 2010 CV HOLDCO and 94,710 shares are directly owned by URM MGMT. NS wholly owns each of SNP and URM MGMT. SNP wholly owns SCC HOLD. SCC HOLD is the General Partner of SC CV 2010 MGMT. SC CV 2010 MGMT is the General Partner of SC CV 2010. SC CV
2010 wholly owns SC 2010 CV HOLDCO.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,094,300 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
12.0%3
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12
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TYPE OF REPORTING
PERSON
IN
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1
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Represented by 2,221,490 American Depositary Shares and 1,055,030 Ordinary Shares.
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2
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Represented by 18,942 American Depositary Shares.
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3
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Based on a total of 827,770,169 shares outstanding as of December 31, 2018, as reported in the
Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2019.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
9
of 12 Pages
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(a) Name of Issuer:
FinVolution Group
(b) Address of Issuer’s Principal Executive Offices:
Building G1, No. 999 Dangui Road
Pudong New District,
Shanghai 201203
People’s Republic of China
(a) Name of Persons Filing:
Sequoia Capital 2010 CV Holdco, Ltd.
Sequoia Capital China Venture 2010 Fund, L.P.
SC China
Venture 2010 Management, L.P.
SC China Holding Limited
URM
Management Limited
SNP China Enterprises Limited
Neil
Nanpeng Shen
SC 2010 HOLDCO is wholly owned by SC CV 2010. The General Partner of SC CV 2010 is SC CV 2010 MGMT. The General Partner of SC CV 2010 MGMT is
SCC HOLD. SCC HOLD is wholly owned by SNP. NS wholly owns each of SNP and URM MGMT.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SC 2010 CV HOLDCO, SC CV 2010, SC CV 2010 MGMT,
SCC HOLD, URM MGMT: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
(d) CUSIP Number:
69354V108
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:
NOT APPLICABLE
SEE ROWS 5 THROUGH 11 OF COVER PAGES
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☐.
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
10
of 12 Pages
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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NOT APPLICABLE
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
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NOT APPLICABLE
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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NOT APPLICABLE
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
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NOT APPLICABLE
NOT APPLICABLE
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CUSIP No. 69354V108
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SCHEDULE 13G
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Page
11
of 12 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2020
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Sequoia Capital 2010 CV Holdco, Ltd.
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By:
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Sequoia Capital China Venture 2010 Fund, L.P.
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its Sole Member
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By:
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SC China Venture 2010 Management, L.P.
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its General Partner
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By:
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SC China Holding Limited
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its General Partner
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen, Authorized Signatory
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Sequoia Capital China Venture 2010 Fund, L.P.
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By:
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SC China Venture 2010 Management, L.P.
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its General Partner
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By:
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SC China Holding Limited
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its General Partner
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen, Authorized Signatory
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SC China Venture 2010 Management, L.P.
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By:
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SC China Holding Limited
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its General Partner
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen, Authorized Signatory
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SC China Holding Limited
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen, Authorized Signatory
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URM Management Limited
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen, Authorized Signatory
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CUSIP No. 69354V108
|
|
SCHEDULE 13G
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Page
12
of 12 Pages
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SNP China Enterprises Limited
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By:
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen
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Neil Nanpeng Shen
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/s/ Neil Nanpeng Shen
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Neil Nanpeng Shen
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