UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2022

 

 

Commission File Number: 001-38820

 

 

Futu Holdings Limited

 

11/F, Bangkok Bank Building

No. 18 Bonham Strand W, Sheung Wan

Hong Kong S.A.R., People’s Republic of China

+852 2523-3588

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

Explanatory Note

 

Exhibit 4.1, Exhibit 4.2 and Exhibit 99.1 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Futu Holdings Limited (File No. 333-248076) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

Exhibit Index

 

 

Exhibit No.		Description
4.1		Registrant's Form of Class A Ordinary Share Certificate
4.2		Consent Letter Regarding Voting Rights
99.1		Consent of China Insights Industry Consultancy Limited

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	FUTU HOLDINGS LIMITED
	By	:	/s/ Leaf Hua Li
	Name	:	Leaf Hua Li
	Title	:	Chairman of the Board of Directors and Chief Executive Officer

 

Date: December 27, 2022

 

 

 

Exhibit 4.2

 

CONSENT LETTER

 

Date: November 21, 2022

To:	The Board of Directors
	Futu Holdings Limited
	PO Box 309
	Ugland House
	Grand Cayman KY1-1104
	Cayman Islands

 

We, the undersigned, hereby irrevocably consent that:

 

1.

the voting rights attached to each Class B ordinary shares of Futu Holdings Limited (the “Company”) standing in our names (as set out in the table below) shall be modified from 20 votes to ten votes pursuant to Rule 8A.10 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), effective upon the dual primary listing (the “Listing”) of Class A ordinary shares of the Company on The Stock Exchange of Hong Kong Limited (the “SEHK”) by way of introduction become unconditional and immediately prior to the dealing of Class A ordinary shares of the Company on the SEHK commences (the “Modification of Voting Rights”).

 

Name of Shareholders		Number of Class B ordinary shares held
Lera Ultimate Limited			252,812,500
Lera Infinity Limited			36,937,500

 

Accordingly, following the Modification of Voting Rights taking effect, each Class B ordinary shares of the Company entitles its holder to exercise ten votes, on all matters that require a shareholder’s vote, subject to Rule 8A.24 of the Listing Rules that requires a limited number of reserved matters (the “Reserved Matters”) to be voted on a one vote per share basis as set out below (save for the specified exception for the compliance of Rule 8A.24 of the Listing Rules).

 

The Reserved Matters are:

 

(i)

any amendment to the Memorandum of Association or Articles of Association, including the variation of the rights attached to any class of shares;

 

(ii)

the appointment, election or removal of any independent non-executive director of the Company;

 

(iii)

the appointment or removal of the Company’s auditors; and

 

(iv)

the voluntary liquidation or winding-up of the Company.

 

2.	The Company may amend its Memorandum of Association or Articles of Association to give effect to the Modification of Voting Rights.

 

This letter is governed by the laws of Hong Kong.

 

 

/s/ Leaf Hua Li
Name: Leaf Hua Li
Title: Executive Director (Chairman) and Chief Executive Officer

 

 

For and on behalf of
Lera Infinity Limited
/s/ Leaf Hua Li
Name: Leaf Hua Li
Title:

 

 

For and on behalf of
Lera Ultimate Limited
/s/ Leaf Hua Li
Name: Leaf Hua Li
Title:

 

 

 

Exhibit 99.1

 

 

 

Date: December 27, 2022

 

FUTU HOLDINGS LIMITED

11/F, Bangkok Bank Building

No. 18 Bonham Strand W, Sheung Wan

Hong Kong S.A.R., People’s Republic of China

 

Re: FUTU HOLDINGS LIMITED

 

Ladies and Gentlemen,

 

We understand that FUTU HOLDINGS LIMITED (the “Company”) filed a registration statement on Form F-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”).

 

We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “Reports”), and any subsequent amendments to the Reports, as well as the citation of our research reports and amendments thereto, in the Registration Statement and any amendments, prospectus supplements, or documents incorporated by reference thereto, in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F or Form 6-K or other SEC filings (collectively, the “SEC Filings”), on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with the Registration Statement (including any prospectus supplement thereto), and in other publicity materials.

 

We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings. 

 

Yours faithfully,
For and on behalf of
China Insights Industry Consultancy Limited
/s/ Leon Zhao
Name: Leon Zhao
Title/Position: Partner