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
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- Peter Lynch
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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. 1)*
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X Financial (Name of Issuer) |
Each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
98372W103 (CUSIP Number) |
06/11/2025 (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)
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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. | 98372W103 |
| 1 | Names of Reporting Persons
Dragon Destiny 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
11,812,500.00 | ||||||||
| 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)
4.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 11,812,500Class A ordinary shares held by Dragon Destiny Limited, a British Virgin Islands company wholly owned by Chung Kiu Cheung. (2) Calculated based on 253,256,363 ordinary shares issued and outstanding as of March 31, 2025, being the sum of (i) 155,656,363 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. | 98372W103 |
| 1 | Names of Reporting Persons
Chung Kiu Cheung | ||||||||
| 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
HONG KONG
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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
11,812,500.00 | ||||||||
| 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)
4.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents 11,812,500Class A ordinary shares held by Dragon Destiny Limited, a British Virgin Islands company wholly owned by Chung Kiu Cheung. (2) Calculated based on 253,256,363 ordinary shares issued and outstanding as of March 31, 2025, being the sum of (i) 155,656,363 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
X Financial | |
| (b) | Address of issuer's principal executive offices:
7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST, SHENZHEN, F4, 518067 | |
| Item 2. | ||
| (a) | Name of person filing:
Dragon Destiny Limited Chung Kiu Cheung (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Dragon Destiny Limited 33/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong Chung Kiu Cheung 33/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong | |
| (c) | Citizenship:
Dragon Destiny Limited: British Virgin Islands Chung Kiu Cheung: Hong Kong | |
| (d) | Title of class of securities:
Each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
98372W103 | |
| 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:
Dragon Destiny Limited: 11,812,500 Chung Kiu Cheung: 11,812,500 | |
| (b) | Percent of class:
Dragon Destiny Limited: 4.66% Chung Kiu Cheung: 4.66% %
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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:
Dragon Destiny Limited: 11,812,500 Chung Kiu Cheung: 11,812,500 | ||
| (ii) Shared power to vote or to direct the vote:
Dragon Destiny Limited: 0 Chung Kiu Cheung: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Dragon Destiny Limited: 11,812,500 Chung Kiu Cheung: 11,812,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Dragon Destiny Limited: 0 Chung Kiu Cheung: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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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