SC 13G/A 1 ef20020475_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Futu Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

36118L106**

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

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.

**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the American Depositary Shares (“ADSs”) of Futu Holdings Limited (“Issuer”), which are quoted on the Nasdaq Global Market under the symbol “FUTU.” Each ADS represents eight Class A Ordinary Shares.

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. 36118L106

1	NAMES OF REPORTING PERSONS
	Huang River Investment Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐ (Joint filers)
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
			169,643,000 shares¹

		6	SHARED VOTING POWER
			0 shares

		7	SOLE DISPOSITIVE POWER
			169,643,000 shares²

		8	SHARED DISPOSITIVE POWER
			0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	169,643,000 shares³

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.9% (on an as-converted basis)⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

¹ Represents 115,802,051 Class B Ordinary Shares and 53,840,949 Class A Ordinary Shares held of record by Huang River Investment Limited. Each Class B Ordinary Share is entitled to twenty votes and freely convertible into a Class A Ordinary Share at the direction of the holder.

² See footnote 1.

³ See footnote 1.

⁴ See Item 4.

Page 2 of 10

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	Qiantang River Investment Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐ (Joint filers)
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
			0 shares

		6	SHARED VOTING POWER
			0 shares

		7	SOLE DISPOSITIVE POWER
			0 shares

		8	SHARED DISPOSITIVE POWER
			0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%⁵

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁵ See Item 4 and Item 5.

Page 3 of 10

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	Image Frame Investment (HK) Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐ (Joint filers)
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			71,024,142 Class A Ordinary Shares

		6	SHARED VOTING POWER
			0 shares

		7	SOLE DISPOSITIVE POWER
			71,024,142 Class A Ordinary Shares

		8	SHARED DISPOSITIVE POWER
			0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,024,142 Class A Ordinary Shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.6%⁶

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁶ See Item 4.

Page 4 of 10

CUSIP No. 36118L106

1	NAMES OF REPORTING PERSONS
	Tencent Holdings Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐ (Joint filers)
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			247,418,662 shares⁷

		6	SHARED VOTING POWER
			0 shares

		7	SOLE DISPOSITIVE POWER
			247,418,662 shares⁸

		8	SHARED DISPOSITIVE POWER
			0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	247,418,662 shares⁹

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	29.0% (on an as-converted basis)¹⁰

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁷ Represents (i) 115,802,051 Class B Ordinary Shares and 53,840,949 Class A Ordinary Shares held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (ii) 71,024,142 Class A Ordinary Shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (iii) 1,161,840 Class A Ordinary Shares represented by 145,230 ADSs held of record by TPP Opportunity GP I, Ltd., an entity controlled by Tencent Holdings Limited; (iv) 5,412,888 Class A Ordinary Shares represented by 676,611 ADSs held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings Limited; and (v) 176,792 Class A Ordinary Shares represented by 22,099 ADSs held of record by Distribution Pool Limited, a wholly-owned subsidiary of Tencent Holdings Limited. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to twenty votes and freely convertible into a Class A Ordinary Share at the direction of the holder.

⁸ See footnote 6.

⁹ See footnote 6.

¹⁰ See Item 4.

Page 5 of 10

Item 1.
	(a)	Name of Issuer Futu Holdings Limited
	(b)	Address of Issuer’s Principal Executive Offices 11/F, Bangkok Bank Building No. 18 Bonham Strand W, Sheung Wan Hong Kong S.A.R., People’s Republic of China

Item 2.
	(a)	Name of Person Filing Huang River Investment Limited Qiantang River Investment Limited Image Frame Investment (HK) Limited Tencent Holdings Limited
	(b)	Address of Principal Business Office or, if none, Residence For each of Huang River Investment Limited, Qiantang River Investment Limited, Image Frame Investment (HK) Limited and Tencent Holdings Limited: 29/F., Three Pacific Place No. 1, Queen’s Road East Wanchai, Hong Kong
	(c)	Citizenship: Huang River Investment Limited Citizenship: British Virgin Islands Qiantang River Investment Limited Citizenship: British Virgin Islands Image Frame Investment (HK) Limited Citizenship: Hong Kong Tencent Holdings Limited Citizenship: Cayman Islands
	(d)	Title of Class of Securities Class A Ordinary Shares, par value $0.00001 per share
	(e)	CUSIP Number There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 36118L106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “FUTU.” Each ADS represents eight Class A Ordinary Shares.

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	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)	☐	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

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.

Page 6 of 10

	(a)	Amount beneficially owned: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
	(b)	Percent of class: The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Huang River Investment Limited, 19.9%, is the sum of (i) 736,493,164 Class A Ordinary Shares outstanding as of March 31, 2023 as disclosed by the Issuer in its Annual report on Form 20-F for the year ended December 31, 2022 filed on April 24, 2023 (the “2022 Annual Report”); and (ii) 115,802,051 Class B Ordinary Shares held of record by Huang River Investment Limited, which can be converted into an equal number of Class A Ordinary Shares at the discretion of Huang River Investment Limited. Qiantang River Investment Limited no longer owns any shares of the Issuer. The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Image Frame Investment (HK) Limited, 9.6%, is the 736,493,164 Class A Ordinary Shares outstanding as of March 31, 2023 as disclosed by the Issuer in its 2022 Annual Report. The total number of outstanding Class A Ordinary Shares used to calculate the percent of class represented by the Class A Ordinary Shares beneficially owned by Tencent Holdings Limited, 29.0%, is the sum of (i) 736,493,164 Class A Ordinary Shares outstanding as of March 31, 2023 as disclosed by the Issuer in its 2022 Annual Report; and (ii) 115,802,051 Class B Ordinary Shares held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited, which can be converted into an equal number of Class A Ordinary Shares at the discretion of Huang River Investment Limited.
	(c)	Number of shares as to which the person has: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
		(i)	Sole power to vote or to direct the vote: See Row 5 of the cover page of each Reporting Person.
		(ii)	Shared power to vote or to direct the vote: See Row 6 of the cover page of each Reporting Person.
		(iii)	Sole power to dispose or to direct the disposition of: See Row 7 of the cover page of each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of: See Row 8 of the cover page of each Reporting Person.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐*

*Qiantang River Investment Limited no longer owns any shares and has ceased to be a beneficial owner of more than five percent of the referenced class of shares. The filing of this Amendment No. 4 constitutes an exit filing solely for Qiantang River Investment Limited.

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
See Item 4.

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.

Material Filed as Exhibits

Page 7 of 10

Exhibit A Joint Filing Agreement among Huang River Investment Limited, Qiantang River Investment Limited, Image Frame Investment (HK) Limited and Tencent Holdings Limited.

Page 8 of 10

Signatures

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 2, 2024

	HUANG RIVER INVESTMENT LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

	QIANTANG RIVER INVESTMENT LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director
	IMAGE FRAME INVESTMENT (HK) LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

	TENCENT HOLDINGS LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

Page 9 of 10

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Date: February 2, 2024

	HUANG RIVER INVESTMENT LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

	QIANTANG RIVER INVESTMENT LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director
	IMAGE FRAME INVESTMENT (HK) LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

	TENCENT HOLDINGS LIMITED

	By:	/s/ Ma Huateng
		Name:	Ma Huateng
		Title:	Director

Page 10 of 10

SEC Form SC 13G/A filed by Futu Holdings Limited (Amendment)