|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
BingEx Ltd (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
090337106 (CUSIP Number) |
12/31/2024 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei China Internet Opportunity Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,299,573.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei Growth III Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,299,573.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei Capital Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,299,573.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, L.P.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei Capital Partners III GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,299,573.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Astrend Opportunity III Alpha Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,701,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei China Internet Opportunity Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,701,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Opportunity Fund III, L.P. is the sole shareholder of Astrend Opportunity III Alpha Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei Capital Partners IV GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,701,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Shunwei Capital Partners IV GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,701,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Silver Unicorn Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,001,557.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents (i) 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited; and (ii) 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P.. Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP Limited are controlled by Silver Unicorn Ventures Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.9% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Golden Sound Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,701,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Golden Sound Limited.
(2) For row 11: The beneficial ownership percentage of the Reporting Person is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Tuck LyeKoh | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,703,541.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents (i) 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited; (ii) 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited; and (iii) 3,701,984 Class A ordinary shares held by Golden Sound Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P.. Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP, L.P. are controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited and Golden Sound Limited are controlled by Mr. Tuck Lye Koh.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on October 4, 2024. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 2.5% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
BingEx Ltd | |
| (b) | Address of issuer's principal executive offices:
BLDG 6, ZHONGGUANCUN DONGSHEN INT SCI PK, NO.1 YONGTAIZHUANG NORTH HAIDAN DISTRICT, BEIJING, China, 100192 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) Shunwei Growth III Limited;
(2) Shunwei China Internet Opportunity Fund II, L.P.;
(3) Shunwei Capital Partners III GP, L.P.;
(4) Shunwei Capital Partners III GP Limited;
(5) Astrend Opportunity III Alpha Limited;
(6) Shunwei China Internet Opportunity Fund III, L.P.;
(7) Shunwei Capital Partners IV GP, L.P.;
(8) Shunwei Capital Partners IV GP Limited;
(9) Silver Unicorn Ventures Limited;
(10) Golden Sound Limited; and
(11) Tuck LyeKoh (each a "Reporting Person", and collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
For (1), (5),(9) and (10):
Vistra Corporate Services Centre, Wickhams Cay II. Road Town, Tortola, VG 1110, British Virgin Islands
For (2), (3), and (4):
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands
For (6), (7)and (8):
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands
For (11):
111 Somerset Road, TripleOne Somerset, #07-07 Singapore 238164 | |
| (c) | Citizenship:
For (1), (5), (9) and (10):
British Virgin Islands
For (2), (3), (4), (6), (7) and (8):
Cayman Islands
For (11):
Singapore | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
090337106 | |
| 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 associations 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). 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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Rows 5, 7 and 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P..Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P..Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P..Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P..Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP Limitedare controlled by Silver Unicorn Ventures Limited.Silver Unicorn Ventures Limited and Golden Sound Limited arecontrolled by Mr. Koh Tuck Lye. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P..Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P..Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P..Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P..Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP Limited are controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited and Golden Sound Limited are controlled by Mr. Koh Tuck Lye. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| 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
| ||
| 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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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons dated February 12, 2025 |