0001104659-25-059605.txt : 20250616 0001104659-25-059605.hdr.sgml : 20250616 20250616063023 ACCESSION NUMBER: 0001104659-25-059605 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250616 DATE AS OF CHANGE: 20250616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: X Financial CENTRAL INDEX KEY: 0001725033 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90893 FILM NUMBER: 251048495 BUSINESS ADDRESS: STREET 1: 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ STREET 2: NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST CITY: SHENZHEN STATE: F4 ZIP: 518067 BUSINESS PHONE: 86-0755-86282977 MAIL ADDRESS: STREET 1: 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ STREET 2: NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST CITY: SHENZHEN STATE: F4 ZIP: 518067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Coast Investment Ltd CENTRAL INDEX KEY: 0001768213 ORGANIZATION NAME: EIN: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 4F, SOUTH TOWER STREET 2: DAHENG TECH PLAZA, NO.3 SUZHOU ST. CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 861082828001 MAIL ADDRESS: STREET 1: 4F, SOUTH TOWER STREET 2: DAHENG TECH PLAZA, NO.3 SUZHOU ST. CITY: BEIJING STATE: F4 ZIP: 100080 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-19-074019 0001768213 XXXXXXXX LIVE 3 American depositary shares, each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.000 06/16/2025 false 0001725033 98372W103 X Financial

7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST SHENZHEN F4 518067

Yue Tang 86-0755-86282977 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST SHENZHEN F4 518067 0001768213 N Mangrove Coast Investment Limited OO N D8 97600000.00 0.00 97600000.00 0.00 97600000.00 N 38.54 CO (1) Represents 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (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. Y Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust OO N C5 97600000.00 0.00 97600000.00 0.00 97600000.00 N 38.54 OO (1) Represents 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (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. Y Purple Mountain Holding Ltd. AF N D8 4068241.00 0.00 4068241.00 0.00 4068241.00 N 1.61 CO (1) Represents 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue Tang. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (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. Y Yue Tang OO N O1 110119666.00 0.00 110119666.00 0.00 110119666.00 N 43.48 IN (1) Represents (i) 4,647,780 Class A ordinary shares in form of 774,630 ADS and 3,803,645 Class A ordinary shares held by Yue Tang, (ii) 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company, and (iii) 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue Tang. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (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. American depositary shares, each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.000 X Financial 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST SHENZHEN F4 518067 During the window periods of 2023 and 2024 , Mr. Tang purchased 14,079 American Depositary Shares (ADSs) of the Issuer through open market purchases at the prevailing market prices through personal funds. In December 2023, Mr. Tang acquired 250,000 ADSs through RSU vesting. In November 2024, Mr. Yue Tang acquired 250,000 ADSs through RSU vesting, and in January 2025, Mr. Tang further acquired 8,333 ADSs through RSU vesting. The information furnished in Item 3 is hereby incorporated into this Item 4 by reference. The Reporting Persons acquired the Class A ordinary shares of the Issuer reported herein for investment purposes. Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, the Reporting Persons intend to review the investment on a regular basis and, as a result thereof and subject to applicable laws and regulations, 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 Company, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Company owned by the Reporting Persons 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 the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to a course of action (as well as to the specific elements thereof), the Reporting Persons currently expect to take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference. The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference. The Reporting Persons have not effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days, except as otherwise disclosed in this Schedule 13D. Mangrove Coast Investment Limited /s/ Yue Tang 06/16/2025 Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust /s/ Keisha Cleare 06/16/2025 /s/ Camryn Bonamy 06/16/2025 Purple Mountain Holding Ltd. /s/ Yue Tang 06/16/2025 Yue Tang /s/ Yue Tang 06/16/2025