SEC Form SCHEDULE 13G filed by Jinxin Technology Holding Company
$NAMI
Other Consumer Services
Real Estate
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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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Jinxin Technology Holding Co (Name of Issuer) |
Ordinary Shares, par value US$0.00001428571428 per share (Title of Class of Securities) |
47760D102 (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)
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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. | 47760D102 |
| 1 | Names of Reporting Persons
China Broadband Capital Partners 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
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by China Broadband Capital Partners III, L.P. ("CBCIII"), except that CBC Partners III, L.P. ("Partners III"), the general partner of CBCIII, CBC Ultimate Partners III Ltd. ("GP Ltd"), the general partner of Partners III, Info Expert Services Limited ("Services Ltd"), the sole shareholder of GP Ltd, Wisdom Ascend Ventures Limited ("Ventures Ltd"), the sole shareholder of Services Ltd, and Suning Tian ("Tian"), the sole shareholder of Ventures Ltd, may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, (excluding the underwriters' option to purchase up to an aggregate of 15% additional ADSs), as reported in the Issuer's prospectus on Form 424(b)(4) and filed with the Securities and Exchange Commission ("Commission") on December 6, 2024 (the "Prospectus").
SCHEDULE 13G
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| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons
CBC Partners 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
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by CBCIII, except that Partners III, GP Ltd, Services Ltd, Ventures Ltd and Tian may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, as reported in the Prospectus.
SCHEDULE 13G
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| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons
CBC Ultimate Partners III Ltd. | ||||||||
| 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
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by CBCIII, except that Partners III, GP Ltd, Services Ltd, Ventures Ltd and Tian may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, as reported in the Prospectus.
SCHEDULE 13G
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| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons
Info Expert Services 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
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by CBCIII, except that Partners III, GP Ltd, Services Ltd, Ventures Ltd and Tian may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, as reported in the Prospectus.
SCHEDULE 13G
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| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons
Wisdom Ascend 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
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by CBCIII, except that Partners III, GP Ltd, Services Ltd, Ventures Ltd and Tian may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, as reported in the Prospectus.
SCHEDULE 13G
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| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons
Suning Tian | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
161,060,102.00 | ||||||||
| 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)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 161,060,102 shares, all of which are directly owned by CBCIII, except that Partners III, GP Ltd, Services Ltd, Ventures Ltd and Tian may be deemed to have sole voting and dispositive power with respect to such shares.
The percentage in row 11 is calculated based on 1,152,740,747 shares of the Issuer's ordinary shares outstanding after the Issuer's initial public offering, as reported in the Prospectus.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Jinxin Technology Holding Co | |
| (b) | Address of issuer's principal executive offices:
SHENGYIN BUILDING, SHENGXIA ROAD 666, BUILDING D, FLOOR 8, PUDONG DISTRICT, SHANGHAI, F4, 201203 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed by (i) China Broadband Capital Partners III, L.P. ("CBCIII"), (ii) CBC Partners III, L.P. ("Partners III"), (iii) CBC Ultimate Partners III Ltd. ("GP Ltd"), (iv) Info Expert Services Limited ("Services Ltd") and (v) Wisdom Ascend Ventures Limited ("Ventures Ltd" and together with CBCIII, Partners III, GP Ltd and Services Ltd, the "Reporting Entities"); and Suning Tian ("Tian") (the "Reporting Individual"). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Entity is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
The address of Tian is Room 4902B, 49/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. | |
| (c) | Citizenship:
Each of CBCIII and Partners III is an exempted limited partnership organized under the laws of the Cayman Islands. GP Ltd is an exempted company organized under the laws of the Cayman Islands. Each of Services Ltd and Ventures Ltd is a limited company organized under the laws of the British Virgin Islands. Tian is a citizen of the People's Republic of China. | |
| (d) | Title of class of securities:
Ordinary Shares, par value US$0.00001428571428 per share | |
| (e) | CUSIP No.:
47760D102 | |
| 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:
See Row 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of each of CBCIII and Partners III and the relevant agreement of each of GP Ltd, Services Ltd and Ventures Ltd, the general and limited partners or shareholders or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or shareholder or director, as the case may be. | ||
| 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 1 - Joint Filing Agreement. |