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 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Polibeli Group Ltd (Name of Issuer) |
Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) |
G71604105 (CUSIP Number) |
09/30/2025 (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. | G71604105 |
| 1 | Names of Reporting Persons
XINGYUN INTERNATIONAL COMPANY 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimat
ely controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
XINGYUN GROUP 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
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
Eastern Bell International VII 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
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
DING YI II OVERSEAS INTERNATIONAL 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
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
TK Xingyun Investment 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership) | ||||||||
| 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
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Per
centage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| CUSIP No. | G71604105 |
| 1 | Names of Reporting Persons
Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership) | ||||||||
| 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
360,000,000.00 | ||||||||
| 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)
98.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Represents 312,720,720 Class A ordinary shares of the Issuer and 47,279,280 Class B ordinary shares of the Issuer held by XINGYUN INTERNATIONAL COMPANY LIMITED. XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by (i) XINGYUN GROUP LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands, which is wholly owned by Mr. Wei Wang; (ii) Eastern Bell International VII Limited, a BVI business company incorporated under the laws of the British Virgin Islands, and DING YI II OVERSEAS INTERNATIONAL LIMITED, a BVI business company incorporated under the laws of the British Virgin Islands. Eastern Bell International VII Limited is wholly owned by ShangHai DingXian Business Consulting Partnership (LP), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan. DING YI II OVERSEAS INTERNATIONAL LIMITED is wholly owned by Ningbo Dingxiang Venture Capital (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and ultimately controlled by Mr. Li Yan; (iii) MATRIX PARTNERS CHINA V HONG KONG LIMITED, a limited company incorporated under the laws of Hong Kong. MATRIX PARTNERS CHINA V HONG KONG LIMITED is owned by MPC V L.P. and MPC V-A L.P. The general partner of both MPC V L.P. and MPC V-A L.P. is MPC Management V L.P. The general partner of MPC Management V L.P. is MPC GPGP V Ltd. Mr. David Su is the controlling shareholder of MPC GPGP V Ltd.; (iv) TK Xingyun Investment Limited, an exempted company incorporated under the laws of the Cayman Islands. TK Xingyun Investment Limited is wholly owned by Taikang Life Insurance Co., Ltd., a limited liability company incorporated under the laws of the PRC, and ultimately controlled by Mr. Dongsheng Chen; (v) YF Hermes Limited, a BVI business company incorporated under the laws of the British Virgin Islands. YF Hermes Limited is wholly owned by Yunfeng Fund IV, L.P., a private fund registered under the laws of the Cayman Islands, and ultimately controlled by Mr. Feng Yu; and (vi) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), a limited partnership incorporated under the laws of the PRC, both of which are ultimately controlled by Mr. Xiaofeng Pan. (2) Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. (3) The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Polibeli Group Ltd | |
| (b) | Address of issuer's principal executive offices:
Landmark Pluit Tower D 5th & 6th Floor, Jl. Pluit Selatan Raya, Pluit, Penjaringan, Kota Jakarta Utara, Daerah Khusus Ibukota Jakarta 14450, K8 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) XINGYUN INTERNATIONAL COMPANY LIMITED (2) XINGYUN GROUP LIMITED (3) Eastern Bell International VII Limited (4) DING YI II OVERSEAS INTERNATIONAL LIMITED (5) TK Xingyun Investment Limited (6) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership) (7) Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership) (entities (1) through (7), collectively, the "Filing Persons") (8) YF Hermes Limited (9) MATRIX PARTNERS CHINA V HONG KONG LIMITED The Filing Persons have entered into a Joint Filing Agreement, dated November 21, 2025, pursuant to which the Filing Persons agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. | |
| (b) | Address or principal business office or, if none, residence:
(1) XINGYUN INTERNATIONAL COMPANY LIMITED: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (2) XINGYUN GROUP LIMITED: Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands (3) Eastern Bell International VII Limited: Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands (4) DING YI II OVERSEAS INTERNATIONAL LIMITED: Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands (5) TK Xingyun Investment Limited: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (6) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership): Rm401, 14# building Sandlake Equity Investment Center, No.183 Suhong East, Suzhou Industrial Park, China (7) Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership): Rm401, 14# building Sandlake Equity Investment Center, No.183 Suhong East, Suzhou Industrial Park, China (8) YF Hermes Limited: c/o Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (9) MATRIX PARTNERS CHINA V HONG KONG LIMITED: FLAT / RM2701, 27/F, CENTRAL PLAZA, 18 HARBOUR ROAD, WANCHAI, HK | |
| (c) | Citizenship:
(1) XINGYUN INTERNATIONAL COMPANY LIMITED: Cayman Islands (2) XINGYUN GROUP LIMITED: British Virgin Islands (3) Eastern Bell International VII Limited: British Virgin Islands (4) DING YI II OVERSEAS INTERNATIONAL LIMITED: British Virgin Islands (5) TK Xingyun Investment Limited: Cayman Islands (6) Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership): People's Republic of China (7) Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership): People's Republic of China (8) YF Hermes Limited: British Virgin Islands (9) MATRIX PARTNERS CHINA V HONG KONG LIMITED: Hong Kong | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.00001 per share | |
| (e) | CUSIP No.:
G71604105 | |
| 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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. Percentage of class represented by amount in row is calculated based on 366,387,470 ordinary shares, consisting of 319,108,190 Class A ordinary shares and 47,279,280 Class B ordinary shares issued and outstanding as of September 30, 2025, as provided by the Issuer, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the ordinary shares beneficially owned represent 99.19% of the total outstanding voting power of the Issuer. Each shareholder is entitled to one (1) vote for each Class A ordinary share and ten (10) votes for each Class B ordinary share, on all matters that require a shareholder's vote. Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders thereof at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. %
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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:
The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| 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
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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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Exhibit Information
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99.1 Joint Filing Agreement |