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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Pintec Technology Holdings Limited (Name of Issuer) |
American Depositary Shares (ADS), each representing 35 Class A Ordinary Shares, par value US$0.000125 per shares (Title of Class of Securities) |
72352G107 (CUSIP Number) |
Jun Dong 4/F, Vanke Times Center,, Chaoyang Road, Chaoyang District Beijing, F4, 100025 86 10 6506-0227 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 72352G107 |
| 1 |
Name of reporting person
Jun Dong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,499,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 7, 9, 11: Represents (i) 1,560,000 Class A ordinary shares that Mr. Dong has the right to acquire upon exercise of option, (ii) 18,448,795 Class B ordinary shares directly held by Flamel Enterprises Ltd, and (iii) 32,490,725 Class B ordinary shares directly held by Genius Hub Limited. Mr. Dong is the sole shareholder and the sole director of Flamel Enterprises Ltd. Note to 13: Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to fifteen votes per share. The voting power of the shares beneficially owned by Mr. Dong represents 60.2% of the total outstanding voting power.
SCHEDULE 13D
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| CUSIP No. | 72352G107 |
| 1 |
Name of reporting person
Flamel Enterprises Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,448,795.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9, 11: Represents 18,448,795 Class B ordinary shares directly held by Flamel Enterprises Ltd. Note to 13: The voting power of the shares held by Flamel Enterprises Ltd represents 21.8% of the total outstanding voting power.
SCHEDULE 13D
|
| CUSIP No. | 72352G107 |
| 1 |
Name of reporting person
Genius Hub Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,490,725.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9, 11: Represents 32,490,725 Class B ordinary shares directly held by Genius Hub Limited. Note to 13: The voting power of the shares held by Genius Hub Limited represents 38.3% of the total outstanding voting power.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
American Depositary Shares (ADS), each representing 35 Class A Ordinary Shares, par value US$0.000125 per shares |
| (b) | Name of Issuer:
Pintec Technology Holdings Limited |
| (c) | Address of Issuer's Principal Executive Offices:
4/F, Vanke Times Center,, Chaoyang Road, Chaoyang District, Beijing,
CHINA
, 100025. |
| Item 2. | Identity and Background |
| (a) | (i) Jun Dong; (ii) Flamel Enterprises Ltd; and (iii) Genius Hub Limited (the "Reporting Persons," and each, a "Reporting Person") |
| (b) | For Jun Dong 4/F, Vanke Times Center, Chaoyang Road, Chaoyang District, Beijing The People's Republic of China For Flamel Enterprises Ltd c/o Allshores Incorporation Ltd Tortola Pier Park, Building 1, Second Floor Wickhams Cay I, Road Town, Tortola British Virgin Islands For Genius Hub Limited c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands |
| (c) | Mr. Dong is the chairman of the board of directors of the Issuer. Mr. Dong is the sole shareholder and the sole director of Flamel Enterprises Ltd. Genius Hub Limited is wholly owned and controlled by Coastal Hero Limited, a company incorporated under the laws of the British Virgin Islands. Coastal Hero Limited is controlled by Genesis Trust, a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Dong is the settlor of Genesis Trust, and Mr. Dong and his family members are the trust's beneficiaries. Under the terms of this trust, Mr. Dong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Genius Hub Limited in the Issuer. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Dong - the People's Republic of China. Flamel Enterprises Ltd - British Virgin Islands Genius Hub Limited - British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 15, 2025, each of Mr. Dong, Genius Hub Limited, Mr. Wei Wei and Wise Plus Limited entered into a share transfer agreement, pursuant to which Genius Hub Limited purchased an aggregate of 15,698,914 Class B ordinary shares held of record by Wise Plus Limited and beneficially owned by Mr. Wei, at a purchase price of $0.012739 per share, for an aggregate purchase price of $200,000 (the "Share Transfer"). In payment of the purchase price, Mr. Dong issued a promissory note to Mr. Wei on August 15, 2025, in the principal amount of $200,000. The promissory note is interest free and shall become mature on February 15, 2026. The share transfer agreement by and among Mr. Dong, Genius Hub Limited, Mr. Wei and Wise Plus Limited is attached hereto as Exhibit B. Promissory note issued by Mr. Dong to Mr. Wei is attached hereto as Exhibit C. Each of such agreements is incorporated herein by reference in its entirety. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. The transaction were made to support the stability of the Issuer's ownership structure and ensure continuity of leadership. Except as set forth in this Statement or in the transaction documents described herein, none of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons hereto intends to review its shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated herein by reference. Such information is calculated based on an aggregate of 558,178,593 issued and outstanding ordinary shares (being the sum of 507,239,073 Class A ordinary shares and 50,939,520 Class B ordinary shares) of the Issuer as of March 31, 2025 as a single class. |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated herein by reference. |
| (c) | The information in Item 3 and Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days. |
| (d) | Except as set forth in this Schedule 13D amendment, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Reporting Persons entered into a Joint Filing Agreement on August 22, 2025 (the "Joint Filing Agreement"), pursuant to which they have agreed to the joint filing on behalf of each of them of this Schedule 13D (including amendme
nts thereto) in accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit A. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement Exhibit B: Share Transfer Agreement by and among Mr. Dong, Genius Hub Limited, Mr. Wei and Wise Plus Limited, dated August 15, 2025. Exhibit C: Promissory Note issued by Mr. Dong to Mr. Wei, dated August 15, 2025. |
| 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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