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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

LexinFintech Holdings Ltd.

(Name of Issuer)

 

Class A Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

 

528877 103

(CUSIP Number)

 

December 31, 2017

(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 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.

 

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.

 


 

1

Names of Reporting Persons
Taikang Asset Management Co., Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

 

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
19,916,351 Class A Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
19,916,351 Class A Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,916,351 Class A Ordinary Shares

10

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

11

Percent of Class Represented by Amount in Row (9)
9.2% of Class A Ordinary Shares

12

Type of Reporting Person
OO

 

2


 

1

Names of Reporting Persons
Taikang Insurance Group Inc.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

 

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
19,916,351 Class A Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
19,916,351 Class A Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,916,351 Class A Ordinary Shares

10

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

11

Percent of Class Represented by Amount in Row (9)
9.2% of Class A Ordinary Shares

12

Type of Reporting Person
OO

 

3


 

1

Names of Reporting Persons
Taikang Life Insurance Co., Ltd.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

 

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
19,916,351 Class A Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
19,916,351 Class A Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,916,351 Class A Ordinary Shares

10

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

11

Percent of Class Represented by Amount in Row (9)
9.2% of Class A Ordinary Shares

12

Type of Reporting Person
OO

 

4


 

1

Names of Reporting Persons
Magic Peak Investments Limited

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
19,916,351 Class A Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
19,916,351 Class A Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,916,351 Class A Ordinary Shares

10

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

11

Percent of Class Represented by Amount in Row (9)
9.2% of Class A Ordinary Shares

12

Type of Reporting Person
OO

 

5


 

Item 1(a).

Name of Issuer:
LexinFintech Holdings Ltd.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

27/F, CES Tower, No. 3099 Keyuan South Road

Nanshan District, Shenzhen, 518052
People’s Republic of China

Item 2(a).

Name of Person Filing:

(i)                  Taikang Asset Management Co., Ltd.,

(ii)               Taikang Insurance Group Inc.,

(iii)            Taikang Life Insurance Co., Ltd. and

(iv)           Magic Peak Investments Limited (collectively, the “Reporting Persons”).

Item 2(b).

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

Taikang Asset Management Co., Ltd.

10F, Taikang Life Building, 156 Fuxingmennei Street,

Xicheng District, Beijing, People’s Republic of China

 

Taikang Insurance Group Inc.

8 & 9 / F., Taikang Life Building, 156 Fuxingmennei Dajie

Xicheng District, Beijing, People’s Republic of China

 

Taikang Life Insurance Co., Ltd.

1/F, Taikang Zhongguancum Innovation Centre, No. 21-1 Kexueyuan Lu, Kejiyuanqu

Changping District, Beijing, People’s Republic of China

 

Magic Peak Investments Limited

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

Item 2(c).

Citizenship:

Taikang Asset Management Co., Ltd. – People’s Republic of China

Taikang Insurance Group Inc. – People’s Republic of China

Taikang Life Insurance Co., Ltd. – People’s Republic of China

Magic Peak Investments Limited – British Virgin Islands

Item 2(d).

Title of Class of Securities:

Class A Ordinary Shares, par value of $0.0001 per share, of the Issuer.

Item 2(e).

CUSIP No.:

528877 103*

 

* CUSIP number 528877 103 has been assigned to the American Depositary Shares (“ADS”) of the Issuer.

 

6


 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

o

A non-U.S. institution in accordance with Section 240.13d–1(b)(1)(ii)(J).

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

Item 4.

Ownership

 

The following information with respect to the ownership of the Class A Ordinary Shares of the Issuer (the “Shares”) by each of the Reporting Persons is provided as of December 31, 2017:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent of
class*:

 

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:

 

Taikang Asset Management Co., Ltd.

 

19,916,351

 

9.2

%

19,916,351

 

0

 

19,916,351

 

0

 

Taikang Insurance Group Inc.

 

19,916,351

 

9.2

%

19,916,351

 

0

 

19,916,351

 

0

 

Taikang Life Insurance Co., Ltd.

 

19,916,351

 

9.2

%

19,916,351

 

0

 

19,916,351

 

0

 

Magic Peak Investments Limited

 

19,916,351

 

9.2

%

19,916,351

 

0

 

19,916,351

 

0

 

 

 

*This percentage is calculated based on a total of 217,070,940 Class A Ordinary Shares of the Issuer outstanding immediately following the completion of its initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 21, 2017.

 

The Shares are owned directly by Magic Peak Investments Limited, which is wholly-owned by Taikang Life Insurance Co., Ltd., which in turn is wholly-owned by Taikang Life Insurance Co., Ltd., which is wholly-owned by Taikang Insurance Group Inc. With respect to certain of its assets, Taikang Insurance Group Inc. has delegated to Taikang Asset Management Co., Ltd. certain investment discretion. Accordingly, Taikang Asset Management Co., Ltd. may be deemed to be a beneficial owner under Rule 13d-3 promulgated under the Act of the Shares held by Magic Peak Investments Limited, as it has the power to vote and dispose of, or direct the voting and disposition of, the Shares.

 

7


 

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 Control 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.

 

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 12, 2018

 

 

Taikang Asset Management Co., Ltd.

By:

/s/ Duan Guo Sheng

 

Name:

Duan Guo Sheng

 

Title:

CEO

 

 

 

 

 

 

Taikang Insurance Group Inc.

 

 

 

By:

/s/ Chen Dong Sheng

 

Name:

Chen Dong Sheng

 

Title:

Chairman

 

 

 

 

 

 

Taikang Life Insurance Co., Ltd.

By:

/s/ Chen Dong Sheng

 

Name:

Chen Dong Sheng

 

Title:

Chairman

 

 

 

 

 

 

Magic Peak Investments Limited

By:

/s/ Tan Zuyu

 

Name:

Tan Zuyu

 

Title:

Director

 

9


 

LIST OF EXHIBITS

 

Exhibit 99.1 – Joint Filing Agreement

 

10

Exhibit 99.1

 

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 attached hereto) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares, par value of $0.0001 per share, of LexinFintech Holdings Ltd., a Cayman Islands exempted 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 12, 2018.

 

 

Taikang Asset Management Co., Ltd.

By:

/s/ Duan Guo Sheng

 

Name:

Duan Guo Sheng

 

Title:

CEO

 

 

 

 

 

 

Taikang Insurance Group Inc.

 

 

 

By:

/s/ Chen Dong Sheng

 

Name:

Chen Dong Sheng

 

Title:

Chairman

 

 

 

 

 

 

Taikang Life Insurance Co., Ltd.

By:

/s/ Chen Dong Sheng

 

Name:

Chen Dong Sheng

 

Title:

Chairman

 

 

 

 

 

 

Magic Peak Investments Limited

By:

/s/ Tan Zuyu

 

Name:

Tan Zuyu

 

Title:

Director