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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BingEx Limited (Name of Issuer) |
Class A ordinary shares, par value of US$0.0001 per share (CUSIP below applies to the ADSs of the Issuer) (Title of Class of Securities) |
090337106 (CUSIP Number) |
12/31/2024 (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. | 090337106 |
| 1 | Names of Reporting Persons
Peng Xue | ||||||||
| 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
CHINA
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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
45,577,778.00 | ||||||||
| 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)
21.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares beneficially owned by Mr. Peng Xue represent (i) 41,596,484 Class B ordinary shares held by Snoweagle-s Limited and (ii) 3,981,294 Class B ordinary shares held by Diamondbird-s Limited. Snoweagle-s Limited is a company incorporated in the British Virgin Islands, with 99% of its interest held by a trust established for the benefit of Mr. Peng Xue and his family and the remaining 1% of its interest held by KunPeng Limited, a British Virgin Islands company wholly owned by Mr. Xue. Diamondbird-s Limited is a company incorporated in the British Virgin Islands and wholly owned by Snoweagle-s Limited. The calculation of percent of class represented by amount in Row (9) assumes conversion of all Class B ordinary shares of the Issuer into the same number of Class A ordinary shares. The voting power of the share beneficially owned represented 73.1% of the total outstanding voting power.
SCHEDULE 13G
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| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Snoweagle-s 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
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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
45,577,778.00 | ||||||||
| 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)
21.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares beneficially owned by Snoweagle-s Limited represent (i) 41,596,484 Class B ordinary shares held by Snoweagle-s Limited and (ii) 3,981,294 Class B ordinary shares held by Diamondbird-s Limited. Snoweagle-s Limited is a company incorporated in the British Virgin Islands, with 99% of its interest held by a trust established for the benefit of Mr. Peng Xue and his family and the remaining 1% of its interest held by KunPeng Limited, a British Virgin Islands company wholly owned by Mr. Xue. Diamondbird-s Limited is a company incorporated in the British Virgin Islands and wholly owned by Snoweagle-s Limited. The calculation of percent of class represented by amount in Row (9) assumes conversion of all Class B ordinary shares of the Issuer into the same number of Class A ordinary shares. The voting power of the share beneficially owned represented 73.1% of the total outstanding voting power.
SCHEDULE 13G
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| CUSIP No. | 090337106 |
| 1 | Names of Reporting Persons
Diamondbird-s 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
3,981,294.00 | ||||||||
| 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)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares beneficially owned by Diamondbird-s Limited represent 3,981,294 Class B ordinary shares held by it. Diamondbird-s Limited is a company incorporated in the British Virgin Islands and wholly owned by Snoweagle-s Limited. Snoweagle-s Limited is a company incorporated in the British Virgin Islands, with 99% of its interest held by a trust established for the benefit of Mr. Peng Xue and his family and the remaining 1% of its interest held by KunPeng Limited, a British Virgin Islands company wholly owned by Mr. Xue. The calculation of percent of class represented by amount in Row (9) assumes conversion of all Class B ordinary shares of the Issuer into the same number of Class A ordinary shares. The voting power of the share beneficially owned represented 6.4% of the total outstanding voting power.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BingEx Limited | |
| (b) | Address of issuer's principal executive offices:
Building 6, No. 1 Yongtaizhuang North Road, Haidian District, Beijing 100192, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Peng XueSnoweagle-s LimitedDiamondbird-s Limited | |
| (b) | Address or principal business office or, if none, residence:
Peng XueBuilding 6, Zhongguancun Dongsheng International Science ParkNo. 1 Yongtaizhuang North RoadHaidian District, Beijing 100192People's Republic of ChinaSnoweagle-s LimitedTrident Chambers, P.O. Box 146Road Town, TortolaBritish Virgin IslandsDiamondbird-s LimitedTrident Chambers, P.O. Box 146Road Town, TortolaBritish Virgin Islands | |
| (c) | Citizenship:
Peng Xue -- People's Republic of ChinaSnoweagle-s Limited -- British Virgin IslandsDiamondbird-s Limited -- British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value of US$0.0001 per share (CUSIP below applies to the ADSs of the Issuer) | |
| (e) | CUSIP No.:
090337106 | |
| 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:
See Row (9) of each cover page. As of December 31, 2024, Mr. Peng Xue beneficially owned an aggregate of 45,577,778 Class B ordinary shares, representing (i) 41,596,484 Class B ordinary shares held by Snoweagle-s Limited, a British Virgin Islands company with 99% of its interest held by a trust established for the benefit of Mr. Peng Xue and his family and the remaining 1% of its interest held by KunPeng Limited, a British Virgin Islands company wholly owned by Mr. Xue, and (ii) 3,981,294 Class B ordinary shares held by Diamondbird-s Limited, a company incorporated in the British Virgin Islands and wholly owned by Snoweagle-s Limited. | |
| (b) | Percent of class:
See Row (11) of each cover page. The Issuer's ordinary shares consist of Class A ordinary shares, par value of US$0.0001 per share, and Class B ordinary shares, par value of US$0.0001 per share. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. The percentage of class of securities beneficially owned by the reporting persons is based on a total of 213,389,729 outstanding ordinary shares of the Issuer, being the sum of 167,811,951 Class A ordinary shares and 45,577,778 Class B ordinary shares outstanding as of December 31, 2024, on an as-converted basis. The computation of the percentage ownership of the reporting persons included in shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2024. %
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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:
See Row (5) of each cover page. The voting power of the shares beneficially owned by each reporting person is calculated by dividing the voting power beneficially owned by the reporting person by the voting power beneficially owned by all of the Issuer's holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2024 (taking into account t
he number of shares that the reporting person had the right to acquire based on the options and restricted shares that shall have become vested within 60 days after December 31, 2024). Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote. | ||
| (ii) Shared power to vote or to direct the vote:
See Row (6) of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each cover page. | ||
| 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 |