Form SCHEDULE 13D/A FinVolution Group Filed by: PPD Investment Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
FinVolution Group (Name of Issuer) |
Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) |
G3524C107 (CUSIP Number) |
Shaofeng Gu Building G1, 999 Dangui Road, Pudong New District, Shanghai, F4, 201203 86 21 8030 3200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | G3524C107 |
| 1 |
Name of reporting person
Shaofeng Gu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
429,768,840.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (7), (9) and (11): Represents (i) 394,818, 900 Class B ordinary shares directly held by PPD Investment Limited, a company incorporated in the British Virgin Islands, and (ii) 6,989,988 ADSs, representing 34,949,940 Class A ordinary shares, owned by PPD Investment Limited. PPD Investment Limited is beneficially owned by Mr. Shaofeng Gu through a trust, of which Mr. Shaofeng Gu is the settlor and Mr. Shaofeng Gu and his family members are the beneficiaries. Mr. Shaofeng Gu is the sole director of PPD Investment Limited. 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 twenty votes per share 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.
Note to Row (13): This calculation is based on a total of 1,216,442,834 ordinary shares (being the sum of 649,742,834 Class A ordinary shares and 566,700,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2025.
SCHEDULE 13D
|
| CUSIP No. | G3524C107 |
| 1 |
Name of reporting person
PPD Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
429,768,840.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (7), (9) and (11): Represents (i) 394,818, 900 Class B ordinary shares directly held by PPD Investment Limited, a company incorporated in the British Virgin Islands, and (ii) 6,989,988 ADSs, representing 34,949,940 Class A ordinary shares, owned by PPD Investment Limited. PPD Investment Limited is beneficially owned by Mr. Shaofeng Gu through a trust, of which Mr. Shaofeng Gu is the settlor and Mr. Shaofeng Gu and his family members are the beneficiaries. Mr. Shaofeng Gu is the sole director of PPD Investment Limited. 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 twenty votes per share 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.
Note to Row (13): This calculation is based on a total of 1,216,442,834 ordinary shares (being the sum of 649,742,834 Class A ordinary shares and 566,700,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00001 per share | |
| (b) | Name of Issuer:
FinVolution Group | |
| (c) | Address of Issuer's Principal Executive Offices:
Building G1, 999 Dangui Road, Pudong New District, Shanghai,
CHINA
, 201203. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D that was initially filed by Mr. Shaofeng Gu and PPD Investment Limited (collectively, the "Reporting Persons", and each, a "Reporting Person") with the Securities and Exchange Commission on January 6, 2021 (the "Schedule 13D"), relating to the Class A ordinary shares, par value US$0.00001 per share, of the Issuer. Except as expressly set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the exhibit attached to the Schedule 13D is expressly incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (d) | No. | |
| (e) | No. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Since the filing of the initial Schedule 13D and up to December 31, 2025, for the purpose of investing in the Issuer's securities, PPD Investment Limited purchased certain Class A ordinary shares of the Issuer, which are represented by ADSs, in open market transactions from time to time at then prevailing market prices. As a result of these purchases, PDD Investment Limited acquired an additional 13,512,260 Class A ordinary shares of the Issuer. The source of funds for these transactions is the working capital of PPD Investment Limited. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
During the past 60 days, the Reporting Persons purchased certain Class A ordinary shares of the Issuer in the form of ADSs (each representing five Class A ordinary shares) in open market transactions as follows:
Transaction Date Number of ADSs Acquired Price per ADS (US$)
2025/12/02 5,000 4.98
2025/12/02 10,000 4.98
2025/12/03 5,000 4.97
2025/12/03 10,000 4.97
2025/12/04 5,000 5.04
2025/12/04 10,000 5.04
2025/12/05 5,000 5.20
2025/12/05 5,521 5.18
2025/12/08 5,000 5.36
2025/12/08 828 5.21
2025/12/09 5,000 5.16
2025/12/09 10,000 5.16
2025/12/10 10,000 5.20
2025/12/10 5,000 5.24
2025/12/11 5,000 5.24
2025/12/11 2,364 5.20
2025/12/12 5,000 5.31
2025/12/15 10,000 5.18
2025/12/15 5,000 5.21
2025/12/16 10,000 5.13
2025/12/16 5,000 5.13
2025/12/17 10,000 5.19
2025/12/17 5,000 5.20
2025/12/18 5,000 5.22
2025/12/18 6,502 5.20
2025/12/19 10,000 5.19
2025/12/19 5,000 5.25
2025/12/22 5,000 5.26
2025/12/22 10,000 5.21
2025/12/23 200 5.18
2025/12/23 5,000 5.34
2025/12/24 5,000 5.42
2025/12/26 5,000 5.43
2025/12/29 8,223 5.20
2025/12/29 5,000 5.26
2025/12/30 5,000 5.28
2025/12/31 5,000 5.25
2025/12/31 5,100 5.21 | |
| 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.
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Comments accompanying signature:
Exhibit No. 1 - Joint Filing Agreement dated January 6, 2021 by and between the Reporting Persons (incorporated herein by reference to Exhibit No. 1 to the Schedule 13D (File No. 005-90316) filed with the Securities and Exchange Commission on January 6, 2021). |
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