Statement of Ownership (sc 13g)
13 February 2020 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Jiayin Group
Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.000000005 per share
(Title of Class of Securities)
47737C104
(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:
*
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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.
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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).
(Continued on following pages)
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(1)
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NAME OF
REPORTING PERSONS
Sunshinewoods Holdings Limited
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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
24,000,000 (See Item 4)
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(6)
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SHARED VOTING POWER
0
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(7)
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SOLE DISPOSITIVE POWER
24,000,000 (See Item 4)
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(8)
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SHARED DISPOSITIVE POWER
0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000
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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)
11.11%1
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(12)
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TYPE OF REPORTING PERSON*
CO
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1
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As a percentage of 216,100,000 ordinary shares (being the sum of 100,100,000 Class A ordinary shares and
116,000,000 Class B ordinary shares) of the issuer as of December 31, 2019.
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1
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(1)
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NAME OF
REPORTING PERSONS
Guanglin Zhang
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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
Peoples Republic of
China
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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
24,000,000 (See Item 4)
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(6)
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SHARED VOTING POWER
0
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(7)
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SOLE DISPOSITIVE POWER
24,000,000 (See Item 4)
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(8)
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SHARED DISPOSITIVE POWER
0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000
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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)
11.11%1
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(12)
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TYPE OF REPORTING PERSON*
IN
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1
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As a percentage of 216,100,000 ordinary shares (being the sum of 100,100,000 Class A ordinary shares and
116,000,000 Class B ordinary shares) of the issuer as of December 31, 2019.
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2
Item 1(a).
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Name of Issuer:
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Jiayin Group Inc.
Item 1(b).
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Address of Issuers Principal Executive Offices:
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26th Floor, Building No. 1, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200122, Peoples Republic of
China
Item 2(a).
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Name of Person Filing:
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Sunshinewoods Holdings Limited
Guanglin Zhang
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of Sunshinewoods Holdings Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
The address of Guanglin Zhang is Room 1602, Unit 1, First building, No. 50, Wende Road, Chenghua district, Chengdu, Peoples
Republic of China.
Item 2(c).
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Citizenship or Place of Organization:
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Sunshinewoods Holdings LimitedBritish Virgin Islands
Guanglin ZhangPeoples Republic of China
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, par value US$0.000000005 per share.
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary
shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to ten votes and will be
convertible into one Class A ordinary share.
47737C104
This CUSIP number
applies to the issuers American depositary shares. Each ADS represents four Class A ordinary shares, par value US$0.000000005 per share.
Item 3.
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Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
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Not applicable
3
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Number of shares as to which such person has:
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Reporting Person
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Amount
Beneficially
Owned
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Percent of
Class
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Percent of
Aggregate
Voting
Power
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Sole Power
to Vote or
Direct the
Vote
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Shared Power
to Vote or to
Direct the
Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power
to Dispose or
to Direct the
Disposition of
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Sunshinewoods Holdings Limited
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24,000,000
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(1)
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11.11
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%(2)
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1.90
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%(3)
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24,000,000
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0
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24,000,000
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0
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Guanglin Zhang
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24,000,000
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(4)
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11.11
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%(2)
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1.90
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%(3)
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24,000,000
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0
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24,000,000
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0
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(1)
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Represents 24,000,000 Class A ordinary shares directly held by Sunshinewoods Holdings Limited.
Sunshinewoods Holdings Limited is wholly owned by Mr. Guanglin Zhang and Mr. Guanglin Zhang is its sole director.
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(2)
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The percentage of class is based on a total of 216,100,000 ordinary shares (being the sum of 100,100,000
Class A ordinary shares and 116,000,000 Class B ordinary shares) of the issuer outstanding as of December 31, 2019.
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(3)
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Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such
person or group by the voting power of all of the Class A and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each
Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
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(4)
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Represents 24,000,000 Class A ordinary shares held through his wholly owned company, Sunshinewoods
Holdings Limited.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
Item 7.
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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
Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
Item 9.
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Notice of Dissolution of Group:
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Not applicable
Not applicable
4
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
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Dated: February 12, 2020
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Sunshinewoods Holdings Limited
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By:
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/s/ Guanglin Zhang
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Name:
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Guanglin Zhang
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Title:
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Director
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Guanglin Zhang
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/s/ Guanglin Zhang
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[Signature Page to Schedule 13G]
LIST OF EXHIBITS
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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