UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Hexindai Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G4520R 106

(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:

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 (however, see the Notes)

 



 

CUSIP No. G4520R 106

SCHEDULE 13G

Page 2

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Xiaoning An

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(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
4,047,816 (See Item 4)

6

Shared Voting Power
0

7

Sole Dispositive Power
4,047,816 (See Item 4)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,047,816 (See Item 4)

10

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

11

Percent of Class Represented by Amount in Row (9)
8.02% (See Item 4)

12

Type of Reporting Person (See Instructions)
IN

 



 

CUSIP No. G4520R 106

SCHEDULE 13G

Page 3

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
AnHe Holding Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(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
4,047,816 (See Item 4)

6

Shared Voting Power
0

7

Sole Dispositive Power
4,047,816 (See Item 4)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,047,816 (See Item 4)

10

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

11

Percent of Class Represented by Amount in Row (9)
8.02% (See Item 4)

12

Type of Reporting Person (See Instructions)
CO

 


 

CUSIP No. G4520R 106

SCHEDULE 13G

Page 4

 

 

Item 1.

 

(a)

Name of Issuer:
Hexindai Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
13th Floor, Block C, Shimao Plaza, No. 92 Jianguo Road, Chaoyang District, Beijing 100020, People’s Republic of China.

 

Item 2.

 

(a)

Name of Person Filing:
(1)   Xiaoning An (“Mr. An”)

 

(2)   AnHe Holding Limited (“AnHe Holding”)

 

Mr. An and AnHe Holding (collectively, the “Filing Persons”) have entered into a Joint Filing Agreement, a copy of which is filed with this amendment to Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

(b)

Address of Principal Business Office, or if none, Residence:
(1)  Mr. An: c/o 13th Floor, Block C, Shimao Plaza, No. 92 Jianguo Road, Chaoyang District, Beijing 100020, People’s Republic of China.

 

(2)  AnHe Holding: NovaSage Chambers, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands.

 

(c)

Citizenship:
(1)  Mr. An: People’s Republic of China

 

(2)  AnHe Holding: British Virgin Islands

 

(d)

Title of Class of Securities:
Ordinary Shares

 

(e)

CUSIP Number:
G4520R 106

 

Item 3.

If this statement is filed pursuant to Sections  §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 


 

CUSIP No. G4520R 106

SCHEDULE 13G

Page 5

 

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Reporting
Person
(1)

 

Amount beneficially
owned
(1)

 

Percent
of
class
(2)

 

Sole power
to vote or
direct the
vote
(1)

 

Shared
power to
vote or
to direct
the vote

 

Sole power to
dispose or to
direct the
disposition
of
(1)

 

Shared power
to dispose or
to direct the
disposition of

 

Mr. An

 

4,047,816

 

8.02

%

4,047,816

 

0

 

4,047,816

 

0

 

AnHe Holding

 

4,047,816

 

8.02

%

4,047,816

 

0

 

4,047,816

 

0

 

 


Notes:

 

(1)   Represents 4,047,816 ordinary shares held by AnHe Holding. AnHe Holding is 100% beneficially owned by Mr. An.

 

(2)   This percentage is based on 50,458,550 ordinary shares outstanding as of December 31, 2018.

 

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.

 


 

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.

 

Date: February 13, 2019

 

 

 

/s/ Xiaoning An

 

 

Xiaoning An

 

 

 

AnHe Holding Limited

 

 

 

By:

/s/ Xiaoning An

 

 

Name:

Xiaoning An

 

 

Title:

Director

 


 

EXHIBITS INDEX

 

EXHIBIT NO.

 

EXHIBITS

A

 

Joint Filing Agreement

 


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 on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Hexindai Inc., a Cayman Islands company, and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

 

Date: February 13, 2019

 

 

 

/s/ Xiaoning An

 

 

Xiaoning An

 

 

 

 

 

AnHe Holding Limited

 

 

 

By:

/s/ Xiaoning An

 

 

Name:

Xiaoning An

 

 

Title:

Director