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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SECOO Holding Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
81367P101
(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:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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).
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CUSIP No. 81367P101 | |||||
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1. |
Names of Reporting Persons.
Ping An Insurance (Group) Co. of China Ltd. | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
** The ownership percentage of the Reporting Person is calculated based on a total of 19,068,224 Class A ordinary shares of the Issuer outstanding immediately upon the completion of the Issuer’s initial public offering.
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CUSIP No. 81367P101 | |||||
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1. |
Names of Reporting Persons.
Pingan eCommerce Limited Partnership | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
** The ownership percentage of the Reporting Person is calculated based on a total of 19,068,224 Class A ordinary shares of the Issuer outstanding immediately upon the completion of the Issuer’s initial public offering.
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CUSIP No. 81367P101 | |||||
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1. |
Names of Reporting Persons.
Rhythm Way Limited | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
** The ownership percentage of the Reporting Person is calculated based on a total of 19,068,224 Class A ordinary shares of the Issuer outstanding immediately upon the completion of the Issuer’s initial public offering.
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Item 1. | |||
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(a) |
Name of Issuer: SECOO Holding Limited | |
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(b) |
Address of Issuer’s Principal Executive Offices: 15/F, Building C, Galaxy SOHO Chaonei Street, Dongcheng District Beijing 100000 The People's Republic of China | |
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Item 2. | |||
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(a) |
Name of Person Filing: I. Ping An Insurance (Group) Co. of China Ltd. II. Pingan eCommerce Limited Partnership III. Rhythm Way Limited | |
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(b) |
Address of Principal Business Office or, if none, Residence: I, II, & III. Ping An Finance Building No. 1333 Lujiazui Loop, Pudong District Shanghai 200120 The People’s Republic of China | |
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(c) |
Citizenship: I. The People’s Republic of China II. Cayman Islands III. British Virgin Islands | |
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(d) |
Title of Class of Securities: Class A ordinary shares, par value US$0.001 per share | |
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(e) |
CUSIP Number: 81367P101 | |
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Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: | ||
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Not applicable |
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Item 4. |
Ownership | |||
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(a) |
Amount beneficially owned: See the responses to Item 9 on the attached cover pages. | ||
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(b) |
Percent of class: See the responses to Item 11 on the attached cover pages. | ||
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages. | |
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(ii) |
Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages. | |
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(iii) |
Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages. | |
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(iv) |
Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages. | |
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Item 5. |
Ownership of Five Percent or Less of a Class | |||
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Not applicable | ||||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |||
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Not applicable | ||||
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Item 7. |
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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See Exhibit 99.2 | ||||
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Item 8. |
Identification and Classification of Members of the Group | |||
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Not applicable | ||||
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Item 9. |
Notice of Dissolution of Group | |||
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Not applicable | ||||
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Item 10. |
Certifications | |||
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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.
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Date: February 14, 2018 | ||
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Ping An Insurance (Group) Co. of China Ltd. | |
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By: |
/s/ Mingzhe Ma |
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Name: Mingzhe Ma |
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Title: Director |
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Pingan eCommerce Limited Partnership | |
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By: |
/s/ Shengke Liu |
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Name: Shengke Liu |
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Title: Director |
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Rhythm Way Limited | |
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By: |
/s/ Shengke Liu |
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Name: Shengke Liu |
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Title: Authorized Representative*** |
*** Signature duly authorized by resolution of the sole director of Rhythm Way Limited, which is attached as Exhibit 99.3 to this Schedule 13G.
Exhibit Index
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Exhibit No. |
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Exhibit |
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99.1 |
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Joint Filing Agreement |
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99.2 |
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Item 7 Information |
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99.3 |
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Resolution of the Sole Director of Rhythm Way Limited , dated as of February 7, 2018 |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A ordinary shares of SECOO Holding Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
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Date: February 14, 2018 |
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Ping An Insurance (Group) Co. of China Ltd. | |
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By: |
/s/ Mingzhe Ma |
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Name: Mingzhe Ma |
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Title: Director |
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Pingan eCommerce Limited Partnership | |
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By: |
/s/ Shengke Liu |
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Name: Shengke Liu |
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Title: Director |
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Rhythm Way Limited | |
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By: |
/s/ Shengke Liu |
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Name: Shengke Liu |
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Title: Authorized Representative |
EXHIBIT 99.2
ITEM 7 INFORMATION
The Class A common shares reported by Ping An Insurance (Group) Co. of China Ltd., as a parent holding company (1,861,782 shares), are held by Pingan eCommerce Limited Partnership (1,063,875 shares) and Rhythm Way Limited (797,907 shares).
Pingan eCommerce Limited Partnership owns 53% of the outstanding capital stock of Rhythm Way Limited and is a controlling person with respect to Rhythm Way Limited.
The general partner of Pingan eCommerce Limited Partnership is Pingan eCommerce Limited; Pingan eCommerce Limited is wholly owned by Full Succeed International Limited; Full Succeed International Limited is wholly owned by An Ke Technology Company Limited; An Ke Technology Company Limited is wholly owned by Shenzhen Ping An Financial Technology Consulting Co., Ltd; and Shenzhen Ping An Financial Technology Consulting Co., Ltd is wholly owned by Ping An Insurance (Group) Co. of China Ltd.
EXHIBIT 99.3
Rhythm Way Limited
(the “Company”)
WRITTEN RESOLUTIONS OF THE SOLE DIRECTOR OF THE COMPANY PASSED ON FEBRUARY 7, 2018.
The undersigned, being the sole director of the Company, hereby consents to the adoption and approval of the following resolutions:
RESOLVED THAT LIU Shengke is hereby authorized by the director, in the name and on behalf of the Company, to do such acts and things as he shall deem necessary or appropriate, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or file (or cause to be made, executed, delivered or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents and waivers, and all amendments to any such agreements, documents, instruments or certificates, and to pay, or cause to be paid, all such payments, as he may deem necessary or advisable, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced thereby.
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Date: February 7, 2018 |
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/s/ Yu Le |
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Director |
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YU LE |
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