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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Huize Holding Limited (Name of Issuer) |
Common shares, par value of $0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Cunjun Ma | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
359,433,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
31.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. Represents (i) 123,745,346 Class A common shares issuable to Mr. Cunjun Ma upon exercise of options within 60 days of March 31, 2026; (ii) 10,320,000 Class A common shares in the form of ADSs held by Mr. Cunjun Ma; (iii) 150,591,207 Class B common shares held by Huidz Holding Limited; and (iv) 74,776,488 Class A common shares held by other shareholders of the Issuer, the sole voting power of which has been delegated to Mr. Cunjun Ma. Huidz Holding Limited is a company incorporated in British Virgin Islands and ultimately controlled by QYRT Family Trust, a trust established under the laws of the British Virgin Islands and managed by HSBC International Trustee Limited as the trustee. Mr. Cunjun Ma is the settlor of the trust and his family member(s) are the trust's beneficiaries.
2. The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 1,008,857,623 common shares of the Issuer issued and outstanding as of February 28, 2025, being the sum of (i) 858,266,416 Class A common shares (excluding 3,619,900 Class A common shares reserved for issuance under the Issuer's share incentive plans and 50,414,900 Class A common shares in the form of ADSs that the Issuer repurchased under its share repurchase program) and (ii) 150,591,207 Class B common shares.
3. The voting power of the common shares beneficially owned by Mr. Cunjun Ma represents 76.1% of the total outstanding voting power of the Issuer.
4. For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's class A and class B common shares as a single class as of February 28, 2025. Each class A common share is entitled to one vote, and each class B common share is entitled to fifteen votes. Each class B common share is convertible at the option of the holder into one class A common share, whereas class A common shares are not convertible into class B common shares under any circumstances.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Huidz Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,591,207.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
14.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Represents 150,591,207 Class B common shares directly held by Huidz Holding Limited.
2. The voting power of the common shares beneficially owned by Huidz Holding Limited represents 72.5% of the total outstanding voting power of the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bodyguard Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,843,892.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Represents 31,843,892 Class A common shares directly held by Bodyguard Holding Limited, an ESOP platform of the Issuer. The sole voting power of these Class A common shares has been delegated to Mr. Cunjun Ma.
2. The voting power of the common shares beneficially owned by Bodyguard Holding Limited represents 1.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Huize Holding Limited | |
| (b) | Address of issuer's principal executive offices:
49/F, Building T1, Qianhai Financial Centre, Linhai Avenue, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Cunjun Ma, Huidz Holding Limited and Bodyguard Holding Limited (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of Cunjun Ma is 49/F, Building T1, Qianhai Financial Centre, Linhai Avenue, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen 518000, People's Republic of China. The address of both Huidz Holding Limited and Bodyguard Holding Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1 110. | |
| (c) | Citizenship:
Cunjun Ma is a citizen of the People's Republic of China. Each of Huidz Holding Limited and Bodyguard Holding Limited is a business company incorporated in British Virgin Islands. | |
| (d) | Title of class of securities:
Common shares, par value of $0.00001 per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
359,433,041 | |
| (b) | Percent of class:
31.7% %
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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:
359,433,041 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
359,433,041 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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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