Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Caledonia Mining Corp Plc (Name of Issuer) |
Common Shares, No Par Value (Title of Class of Securities) |
G1757E113 (CUSIP Number) |
11/01/2025 (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. | G1757E113 |
| 1 | Names of Reporting Persons
SHINING CAPITAL MANAGEMENT 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
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Xiangwei Weng | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Shining Capital Holdings 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
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Shining (BVI) 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
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Elite Converge 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
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Shen Xia | ||||||||
| 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| CUSIP No. | G1757E113 |
| 1 | Names of Reporting Persons
Lei Yongsheng | ||||||||
| 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
1,922,858.00 | ||||||||
| 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)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comments For Row (11): The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025. The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Caledonia Mining Corp Plc | |
| (b) | Address of issuer's principal executive offices:
2 MULCASTER STREET, 2 MULCASTER STREET, ST HELIER, UNITED KINGDOM, JE2 3NJ. | |
| Item 2. | ||
| (a) | Name of person filing:
SHINING CAPITAL MANAGEMENT LTD. Shining Capital Holdings II L.P. Shining (BVI) Limited Xiangwei Weng Elite Converge Limited Shen Xia Lei Yongsheng | |
| (b) | Address or principal business office or, if none, residence:
SHINING CAPITAL MANAGEMENT LTD. : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Shining Capital Holdings II L.P. : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Shining (BVI) Limited : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Elite Converge Limited : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Xiangwei Weng: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Shen Xia: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 Lei Yongsheng: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738 | |
| (c) | Citizenship:
SHINING CAPITAL MANAGEMENT LTD. : Cayman Islands Shining Capital Holdings II L.P.: Cayman Islands Shining (BVI) Limited: British Virgin Islands Xiangwei Weng: Hong Kong Elite Converge Limited: British Virgin Islands Shen Xia: Hong Kong Lei Yongsheng: China | |
| (d) | Title of class of securities:
Common Shares, No Par Value | |
| (e) | CUSIP No.:
G1757E113 | |
| 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:
Item 4 of the Original 13G is hereby amended and restated in its entirety as follows. Amount beneficially owned: 1,922,858 common shares of Caledonia Mining Corp Plc. (the "Subject Shares"). The 1,922,858 common shares are directly owned by Shining Capital Holdings II L.P., which were acquired at or around the triggering event of the Original 13G. Shining Capital Management Limited is the general partner of Shining Capital Holdings II L.P.. Shining (BVI) Limited and Elite Converge Limited are the shareholders of Shining Capital Management Limited, each holding ordinary shares representing 30% of the total issued and outstanding share capital and 50% of the total voting power in the election of directors of Shining Capital Management Limited. Xiangwei Weng is the sole shareholder and sole director of Shining (BVI) Limited. Shen Xia is the sole shareholder and sole director of Elite Converge Limited. Voting of the Subject Shares by Shining Capital Management Limited is controlled by its board of directors, which currently consists of Lei Yongsheng and Xiangwei Weng. Disposition of the Subject Shares by Shining Capital Management Limited is controlled by its investment committee, which currently consists of four members. Xiangwei Weng, in his capacity of executive director, has nomination right of members of the investment committee. Xiangwei Weng, Shen Xia, and Lei Yongsheng, together with Elite Converge Limited, Shining (BVI) Limited and Shining Capital Management Limited, may be deemed to have beneficial ownership interests in the Subject Shares. Each person expressly disclaims any ownership of the Subject Shares, except as to such person's pecuniary interest therein. | |
| (b) | Percent of class:
Percent of class: 9.96% The figure is rounded off to the nearest hundredth (two places after decimal point) from around 9.9605%. For the purpose of filing on the EDGAR online system, the figures in row 11 of the tables above are rounded off to the nearest tenth (one place after decimal point) from around 9.9605%. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
SHINING CAPITAL MANAGEMENT LTD. : 0 Shining Capital Holdings II L.P.: 0 Shining (BVI) Limited: 0 Xiangwei Weng: 0 Elite Converge Limited: 0 Shen Xia: 0 Lei Yongsheng: 0 | ||
| (ii) Shared power to vote or to direct the vote:
SHINING CAPITAL MANAGEMENT LTD. : 1,922,858 Shining Capital Holdings II L.P.: 1,922,858 Shining (BVI) Limited: 1,922,858 Xiangwei Weng: 1,922,858 Elite Converge Limited: 1,922,858 Shen Xia: 1,922,858 Lei Yongsheng: 1,922,858 | ||
| (iii) Sole power to dispose or to direct the disposition of:
SHINING CAPITAL MANAGEMENT LTD. : 0 Shining Capital Holdings II L.P.: 0 Shining (BVI) Limited: 0 Xiangwei Weng: 0 Elite Converge Limited: 0 Shen Xia: 0 Lei Yongsheng: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
SHINING CAPITAL MANAGEMENT LTD. : 1,922,858 Shining Capital Holdings II L.P.: 1,922,858 Shining (BVI) Limited: 1,922,858 Xiangwei Weng: 1,922,858 Elite Converge Limited: 1,922,858 Shen Xia: 1,922,858 Lei Yongsheng: 1,922,858 | ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|