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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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GIBO HOLDINGS Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0002 per share (Title of Class of Securities) |
G38617125 (CUSIP Number) |
Xiaoping Chen 33-3, Menara Avenue Residences, No. 189, Jalan Tun Razak, 50400 Kuala Lumpur Kuala Lumpur, N8, 55100 0327819066 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (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. | G38617125 |
| 1 |
Name of reporting person
Chen Xiaoping | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
245,714.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The number of shares beneficially owned reported in Item 7 and Item 9 represents 245,714 Class A ordinary shares, par value US$0.0002 per share, of the issuer beneficially owned by Xiaoping Chen. (2) The percentage of class reported in Item 13 is calculated based on 2,923,225 issued and outstanding Class A ordinary shares, par value $0.0002 per share of the issuer as of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0002 per share |
| (b) | Name of Issuer:
GIBO HOLDINGS Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 2912, Metroplaza, Tower 2, 223 Hing Fong Road, Kwai Chung, N.T., Hong Kong,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | Xiaoping Chen |
| (b) | 33-3, Menara Avenue Residences, No. 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia. |
| (c) |
Xiaoping Chen is the director of Nevis International B&T Sdn Bhd, an investment holding company incorporated in Malaysia. Nevis International B&T Sdn Bhd is located at 31-1 Taman Miharja, Phase 3B, Jalan 3/93, 2 1/2 Miles Cheras, 56000 Kuala Lumpur, Malaysia. |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding. |
| (e) | During the last five years, the Reporting Person has not been a party to any 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) | China |
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 7, 2025, Xiaoping Chen purchased 122,677 Class A ordinary shares of the Issuer (the "Shares") in a private placement from another shareholder of the Issuer at a per share price of $5.0, for an aggregate value of $613,385.0, for her own investment. Prior to such acquisition, Xiaoping Chen beneficially owned 123,037 Class A ordinary shares of the Issuer. The source of funding for the purchase of the Shares is the personal funds of Xiaoping Chen. | |
| Item 4. | Purpose of Transaction |
The purpose of the aforementioned acquisitions is for investment. The Reporting Person will evaluate her investment in the Issuer from time to time and may at any time, based on such evaluation, market conditions, and other circumstances, increase or decrease their security holdings in the Issuer, or may change their investment strategy with regards to the Issuer. Except as set forth in this Item 4, the Reporting Person does not have any plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (b) | The information contained in rows 7, 8, 9, 10, 11, and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. |
| (c) | To the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D, the Reporting Person has not effected any transactions relating to the ordinary shares of the Issuer during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Class A ordinary shares held by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other persons with respect to any securities of the Issuer, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| 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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