UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Wenbin Chen

Coreworth Investments Limited

 

Ming Yan

Harmony Creek Investments Limited

 

Ningfeng Chen

Rich Horizon Investments Limited

 

c/o 3rd Floor, Lujiazui Investment Tower, 360 Pudian Road

Pudong New Area, Shanghai, 200122, The People’s Republic of China

Tel: +86-21-6535-5500

 

With copies to:

 

Peter X. Huang, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Office 2

No. 1, Jian Guo Men Wai Avenue

Beijing 100004, China

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

(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. o

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* This statement on Schedule 13D constitutes an initial Schedule 13D filed jointly by Mr. Wenbin Chen, Mr. Ming Yan, Ms. Ningfeng Chen, Coreworth Investments Limited, Harmony Creek Investments Limited, and Rich Horizon Investments Limited, with respect to ordinary shares, par value US$0.00001 per share (“Ordinary Shares”) of Yintech Investment Holdings Limited, a Cayman Islands company (the “Company”).

 

** The CUSIP number of 98585M108 applies to the American depositary shares of the Issuer (“ADSs”). Each ADS represents 20 Ordinary Shares of the Issuer.

 

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).

 

 

 

 

(1)               Representing (i) 400,000,000 Ordinary Shares owned by Coreworth Investments Limited (“Coreworth Investments”), a British Virgin Islands company beneficially owned by Mr. Wenbin Chen, and (ii) 258,337 ADSs Wenbin Chen may purchase upon exercise of share options within 60 days after the date hereof, which are equivalent to 5,166,740 Ordinary Shares of the Issuer. The registered address of Coreworth Investments is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(2)               Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020 as reported on the Company’s annual report on Form 20-F for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2020 (the “Company 20-F”).

 

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(3)               Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020 as reported on the Company 20-F.

 

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(4)               Representing 300,000,000 Ordinary Shares held by Harmony Creek Investments Limited (“Harmony Creek”), a British Virgin Islands company beneficially owned by Mr. Ming Yan. The registered address of Harmony Creek is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(5)      Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020 as reported on the Company 20-F.

 

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(6)      Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020 as reported on the Company 20-F.

 

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(7)               Representing 300,000,000 Ordinary Shares held by Rich Horizon Investments Limited (“Rich Horizon”), a British Virgin Islands company beneficially owned by Ms. Ningfeng Chen. The registered address of Rich Horizon is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

(8)      Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020 as reported on the Company 20-F.

 

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(9)      Based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020.

 

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Item 1. Security and Issuer.

 

This Schedule 13D relates to the Ordinary Shares of the Company, par value US$0.00001 per share.

 

The Company’s ADSs are listed on The NASDAQ Global Select Market under the symbol “YIN.”

 

The principal executive offices of the Company are located at 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong District, Shanghai, 200125, People’s Republic of China  (the “PRC”).

 

Item 2. Identity and Background.

 

Mr. Wenbin Chen, Mr. Ming Yan, Ms. Ningfeng Chen, Coreworth Investments, Harmony Creek, and Rich Horizon are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”

 

(a)—(c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D.

 

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares held by each other Reporting Person.

 

The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person, except as otherwise provided in Rule 13d-1(k).

 

Mr. Wenbin Chen is the co-founder, chairman of the board of the directors and chief executive officer of the Company. Mr. Wenbin Chen is a citizen of Hong Kong Special Administrative Region of the PRC. Coreworth Investments is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Wenbin Chen is the sole shareholder of Coreworth Investments and thus has the sole voting and dispositive power over the Ordinary Shares held by Coreworth Investments. The principal business address of each of Mr. Wenbin Chen and Coreworth Investments is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

 

Mr. Ming Yan is the co-founder and director of the Company. Mr. Ming Yan is a citizen of Hong Kong Special Administrative Region of the PRC. Harmony Creek is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Mr. Ming Yan is the sole shareholder of Harmony Creek and thus has the sole voting and dispositive power over the Ordinary Shares held by Harmony Creek. The principal business address of each of Mr. Ming Yan and Harmony Creek is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

 

Ms. Ningfeng Chen is the co-founder and director of the Company. Ms. Ningfeng Yan is a citizen of Canada. Rich Horizon is principally an investment holding vehicle and a company organized and existing under the laws of the British Virgin Islands. Ms. Ningfeng Chen is the sole shareholder of Rich Horizon and thus has the sole voting and dispositive power over the Ordinary Shares held by Rich Horizon. The principal business address of each of Ms. Ningfeng Chen and Rich Horizon is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, the PRC.

 

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The name, business address, present principal occupation or employment and citizenship of each director of Coreworth Investments, Harmony Creek, and Rich Horizon are set forth on Schedule A hereto and are incorporated herein by reference.

 

(d) — (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The Reporting Persons anticipate that, at the price per Ordinary Share set forth in the Proposal (as described in Item 4 below), approximately US$156,682,756 will be expended in acquiring the 460,831,635 Ordinary Shares not currently owned by the Reporting Persons as disclosed in the Company 20-F (the “Publicly Held Shares”).

 

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity capital arranged by the Reporting Persons.  It is also anticipated that Reporting Persons who are existing shareholders of the Company will roll over their equity interests in the Company to an acquisition vehicle.

 

Item 4. Purpose of Transaction.

 

On June 22, 2020, Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen (collectively, the “Buyer Group”) jointly submitted a non-binding proposal (the “Proposal”) to the Company’s board of directors related to the proposed acquisition of all of the Ordinary Shares not beneficially owned by the Buyer Group for cash consideration equal to US$6.80 per ADS, or US$0.34 per Ordinary Share (the “Proposed Transaction”).

 

The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements mutually acceptable in form and substance to the Company and the Buyer Group. Neither the Company nor the Buyer Group is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

 

If the Proposed Transaction is completed, the Company’s Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from The Nasdaq Global Select Market.

 

References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit B, and incorporated herein by reference in its entirety.

 

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

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Item 5. Interest in Securities of the Issuer.

 

(a)—(b) The responses of each Reporting Person to Rows (11) through (13) of the cover pages and the paragraphs 5 through 7 under Item 2 of this Schedule 13D are hereby incorporated by reference in this Item 5.  The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 1,460,831,635 Ordinary Shares outstanding as of March 31, 2020, as disclosed in the Company 20-F.

 

Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

 

(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

 

(d) Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety.

 

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.		Description
A		Joint Filing Agreement dated July 2, 2020 by and between the Reporting Persons.
B		Proposal Letter dated June 22, 2020 from Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen to the board of directors of the Company.

 

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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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SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

 

Coreworth Investments Limited

 

The names of the directors and the names and titles of the executive officers of Coreworth Investments and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

 

 

Harmony Creek Investments Limited

 

The names of the directors and the names and titles of the executive officers of Harmony Creek and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

 

 

Rich Horizon Investments Limited

 

The names of the directors and the names and titles of the executive officers of Rich Horizon and their principal occupations are set forth below. The business address of each of the following individuals is c/o 3rd Floor, Lujiazui Investment Tower, No.360 Pudian Road, Pudong New Area, Shanghai 200122, The People’s Republic of China.

 

 

 

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 with the other Reporting Person (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of Yintech Investment Holdings Limited, a Cayman Islands 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 July 2, 2020.

 

 

Exhibit B

 

June 22, 2020

 

Board of Directors (the “Board”)

Yintech Investment Holdings Limited (“Yintech” or the “Company”)

3rd Floor, Lujiazui Investment Tower

No.360 Pudian Road

Pudong District, Shanghai, 200125

People’s Republic of China

 

Dear Members of the Board of Directors:

 

Mr. Wenbin Chen, co-founder, Chairman of the Board and Chief Executive Officer of Yintech, Mr. Ming Yan, co-founder and director of Yintech, and Ms. Ningfeng Chen, co-founder and director of Yintech (collectively, the “Buyer Group”, “we” or “us”) are pleased to submit this preliminary non-binding proposal (“Proposal”) to acquire all of the outstanding ordinary shares of the Company (the “Ordinary Shares”) that are not already held by the Buyer Group (the “Acquisition”) in a going private transaction at a proposed purchase price of US$6.80 per American Depositary Share ( “ADS”, each ADS represents 20 Ordinary Shares), or US$0.34 per Ordinary Share, in cash.  We believe that our Proposal provides a very attractive opportunity for the Company’s shareholders to realize substantial and immediate returns.  Key terms of our Proposal include:

 

1.             Buyer Group.  We intend to form an acquisition company for the purpose of implementing the Acquisition. The Acquisition will be in the form of a merger of the Company with our acquisition vehicle.

 

2.             Purchase Price.  The consideration payable for each ADS is proposed to be US$6.80, or US$0.34 per Ordinary Share, in cash (in each case other than those ADSs and Ordinary Shares held by the members of the Buyer Group).  Our proposed purchase price represents a premium of approximately 29% to the Company’s closing price on June 19, 2020, and a premium of approximately 21% to the average closing price of the Company during the last 30 trading days.

 

3.             Funding.  We intend to finance the Acquisition with a combination of equity and debt capital.  Equity and debt financing would be provided by the Buyer Group in the form of rollover equity in the Company and cash contributions from us and other sponsors.  We expect definitive commitments for the required financing, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed with the Company.

 

4.             Process; Due Diligence.  We believe that the Acquisition will provide superior value to the Company’s shareholders.  We recognize that the Company’s Board will evaluate the Acquisition fairly and independently before it can make its determination to endorse it.  Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. We would like to ask the Board to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing subject to a customary form of confidentiality agreement.

 

5.             Definitive Agreements.  We are prepared to promptly negotiate and finalize mutually satisfactory definitive agreements with respect to the Acquisition (the “Definitive Agreements”) while conducting our due diligence.  This proposal is subject to the execution of the Definitive Agreements.  The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

 

6.             Confidentiality. We will, as required by law, timely file a Schedule 13D to disclose this Proposal. We believe it would be in all of our interests to ensure that our discussions relating to the Acquisition proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

 

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7.             Business and Operations of the Company.  We collectively own approximately 68.5% of the Company’s issued and outstanding shares, and remain committed to building and growing the Company after the Acquisition.  In considering our Proposal, you should be aware that we are interested only in acquiring the outstanding shares of the Company that we do not already own, and that we do not intend to sell our shares in the Company to any third party.

 

8.             No Binding Commitment.  This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Acquisition described above, constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition.  A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.  Nothing herein shall obligate any person to engage in or continue discussions regarding the proposed Acquisition, and any of us may terminate discussions at any time for any reason or no reason.  Any actions taken by any person in reliance on this Proposal shall be at that person’s own risk and cost.

 

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion.  We look forward to hearing from you.

 

*     *     *     *

 

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	Sincerely,
	Wenbin Chen
	/s/ Wenbin Chen
	Ming Yan
	/s/ Ming Yan
	Ningfeng Chen
	/s/ Ningfeng Chen

 

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