0001096906-25-001098.txt : 20250707 0001096906-25-001098.hdr.sgml : 20250707 20250707171205 ACCESSION NUMBER: 0001096906-25-001098 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250707 DATE AS OF CHANGE: 20250707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tungray Technologies Inc CENTRAL INDEX KEY: 0001943444 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94729 FILM NUMBER: 251108829 BUSINESS ADDRESS: STREET 1: #02-01, 31 MANDAI ESTATE STREET 2: INNOVATION PLACE TOWER 4 CITY: SINGAPORE STATE: U0 ZIP: 729933 BUSINESS PHONE: 8613764303919 MAIL ADDRESS: STREET 1: #02-01, 31 MANDAI ESTATE STREET 2: INNOVATION PLACE TOWER 4 CITY: SINGAPORE STATE: U0 ZIP: 729933 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yao Wanjun CENTRAL INDEX KEY: 0001944055 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13G/A MAIL ADDRESS: STREET 1: #02-01, 31 MANDAI ESTATE STREET 2: INNOVATION PLACE TOWER 4 CITY: SINGAPORE STATE: U0 ZIP: 729933 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001575872-24-001162 0001944055 XXXXXXXX LIVE 1 Class A Ordinary Shares, par value US$0.0001 per share 09/30/2024 0001943444 Tungray Technologies Inc G9124M106 #02-01, 31 MANDAI ESTATE #02-01, 31 MANDAI ESTATE SINGAPORE U0 729933 Rule 13d-1(d) Pegasus Technologies Holding Ltd. VI 690000.00 0.00 690000.00 0.00 690000.00 5.9 CO 1 Represents 690,000 Class A ordinary shares of Tungray Technologies Inc (the "Issuer") held by Pegasus Technologies Holding Ltd. ("Pegasus Technologies"). Pegasus Technologies is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Technologies is Wanjun Yao. 2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share when voting together with Class A ordinary shares as one class, 690,000 Class A ordinary shares held by Pegasus Technologies represent 0.67% voting power of all shares of the Issuer. Pegasus Automation Global Ltd. VI 720000.00 0.00 720000.00 0.00 720000.00 6.1 CO 3 Represents 720,000 Class A ordinary shares of the Issuer held by Pegasus Automation Global Ltd. ("Pegasus Automation Global"). Pegasus Automation Global is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Automation Global is Wanjun Yao. 2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 720,000 Class A ordinary shares held by Pegasus Automation Global represent 0.70% voting power of all shares of the Issuer when voting together as one class. Enolios Ltd. VI 2250000.00 0.00 2250000.00 0.00 2250000.00 19.1 CO 4 Represents 2,250,000 Class A ordinary shares of the Issuer held by Enolios Ltd. ("Enolios"). Enolios is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Enolios is Wanjun Yao. 2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 2,250,000 Class A ordinary shares held by Enolios represent 2.18% voting power of all shares of the Issuer when voting together as one class. Pegasus Automation Ltd. D8 91200000.00 0.00 91200000.00 0.00 4560000.00 88.6 CO 5 Represents 4,560,000 Class B ordinary shares of the Issuer held by Pegasus Automation Ltd. Each Class B ordinary share has 20 votes per share when voting together with Class A ordinary shares as one class. Pegasus Automation Ltd. is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Pegasus Automation Ltd. is Wanjun Yao. 2 See Item 4. Since each Class B ordinary share has 20 votes per share, 4,560,000 Class B ordinary shares represent 88.55% voting power of all shares of the Issuer when voting together as one class. Aurora International Development Ltd D8 432000.00 0.00 432000.00 0.00 432000.00 CO 6 Represents 432,000 Class A ordinary shares held by Aurora International Development Ltd ("Aurora"). The holding company is a limited liability company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Aurora is Ms. Liling Du, the wife of the Chairman, CEO and director of the Issuer, Mr. Wanjun Yao. Ms. Du is deemed to share with her spouse, Mr. Yao, the power to dispose 432,000 Class A ordinary shares held by Aurora. Mr. Yao disclaims beneficial ownership for purposes of Section 13(d) of the Act or for any other purpose. 2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 432,000 Class A ordinary shares held by Aurora represent 0.42% voting power of all shares of the Issuer when voting together as one class. Yao Wanjun F4 94860000.00 95292000.00 94860000.00 95292000.00 4092000.00 92.5 IN 7 Represents 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. All four holding companies are limited liability companies incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over the four holding companies is Wanjun Yao. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, through Pegasus Technologies, Pegasus Automation Global, Enolios and Pegasus Automation Ltd., Mr. Wanjun Yao has 92.10% of the Issuer's total voting power. 8 Represent 432,000 Class A ordinary shares held by Aurora (which is owned by Ms. Liling Du, wife of Mr. Wanjun Yao), 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. As spouses, Ms. Du and Mr. Yao may be deemed to share the voting, dispositive or investment powers over the five holding companies. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, through the five holding companies, Mr. Wanjun Yao has 92.52% of the Issuer's total voting power. 2 See Item 4. Liling Du F4 432000.00 95292000.00 432000.00 95292000.00 432000.00 3.7 IN 9 Represents 432,000 Class A ordinary shares held by Aurora. The person having voting, dispositive or investment powers over Aurora is Ms. Liling Du, the wife of the Chairman, CEO and director of the Issuer, Mr. Wanjun Yao. Ms. Du is deemed to share with her spouse, Mr. Yao the power to dispose 432,000 Class A ordinary shares held by Aurora. Mr. Yao disclaims beneficial ownership for purposes of Section 13(d) of the Act or for any other purpose. 10 Represent 432,000 Class A ordinary shares held by Aurora, 690,000 Class A ordinary shares held by Pegasus Technologies, 720,000 Class A ordinary shares held by Pegasus Automation Global, 2,250,000 Class A ordinary shares held by Enolios and 4,560,000 Class B ordinary shares held by Pegasus Automation Ltd. All five holding companies are limited liability companies incorporated under the British Virgin Islands laws. As spouses, Ms. Du and Mr. Yao may be deemed to share the voting, dispositive or investment powers over the five holding companies. Each of the Issuer's Class B ordinary shares has 20 votes per share, and each of Issuer's Class A ordinary shares has 1 vote per share. As such, the shares held by the five holding companies have 92.52% of the Issuer's total voting power. 2 See Item 4. If taking into account of the voting power of Class B ordinary shares, each of which has 20 votes per share, 432,000 Class A ordinary shares held by Aurora represent 0.42% voting power of all shares of the Issuer when voting together as one class. Tungray Technologies Inc #02-01, 31 MANDAI ESTATE, #02-01, 31 MANDAI ESTATE, SINGAPORE, SINGAPORE, 729933. Pegasus Technologies Holding Ltd. Pegasus Automation Global Ltd. Enolios Ltd. Pegasus Automation Ltd. Aruora International Development Ltd. Wanjun Yao Liling Du For Pegasus Technologies Holding Ltd., Pegasus Automation Global Ltd., Enolios Ltd., Pegasus Automation Ltd., Aruora International Development Ltd., Wanjun Yao and Liling Du: #02-01, 31 Mandai Estate, Innovation Place Tower 4, Singapore 729933 Pegasus Technologies Holding Ltd.: The British Virgin Islands Pegasus Automation Global Ltd.: The British Virgin Islands Enolios Ltd.: The British Virgin Islands Pegasus Automation Ltd.: The British Virgin Islands Aruora International Development Ltd: The British Virgin Islands Wanjun Yao: The People?s Republic of China Liling Du: The People?s Republic of China Y The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. The total number of outstanding Class A ordinary shares used to calculate the percent of class is 11,793,485 Class A ordinary shares. The total number of outstanding Class B ordinary shares used to calculate the percent of class is 4,560,000 Class B ordinary shares. Each of the Issuer?s Class B ordinary shares has 20 votes per share, and each of the Issuer?s Class A ordinary shares has 1 vote per share. The Issuer?s Class A ordinary shares are not convertible into shares of any other class. Class B ordinary shares may be converted into Class A ordinary shares on a one-to-one basis at the option of such holder at any time. In addition, upon any sale, transfer, assignment or disposition to any person or entity who is not an affiliate, the Issuer?s Class B ordinary shares will be automatically and immediately convertible into Class A ordinary shares on a one-to-one basis. Y Y Y Y Y N Pegasus Technologies Holding Ltd. /s/ Wanjun Yao Director 07/07/2025 Pegasus Automation Global Ltd. /s/ Wanjun Yao Director 07/07/2025 Enolios Ltd. /s/ Wanjun Yao Director 07/07/2025 Pegasus Automation Ltd. /s/ Wanjun Yao Director 07/07/2025 Aurora International Development Ltd /s/ Liling Du Director 07/07/2025 Yao Wanjun /s/ Wanjun Yao Self 07/07/2025 Liling Du /s/ Liling Du Self 07/07/2025 EX-99 2 exhibit_a.htm EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

Date: July 7, 2025

 

 

 

Pegasus Technologies Holding Ltd.

 

 

 

By:

/s/ Wanjun Yao

 

 

Name:

Wanjun Yao

 

 

Title:

Director

 

 

Pegasus Automation Global Ltd.

 

 

 

By:

/s/ Wanjun Yao

 

 

Name:

Wanjun Yao

 

 

Title:

Director

 

 

 

 

 

Enolios Ltd.

 

 

 

By:

/s/ Wanjun Yao

 

 

Name:

Wanjun Yao

 

 

Title:

Director

 

 

 

 

 

Pegasus Automation Ltd.

 

 

 

By:

/s/ Wanjun Yao

 

 

Name:

Wanjun Yao

 

 

Title:

Director

 

Aurora International Development Ltd.

 

 

 

By:

/s/ Liling Du

 

 

Name:

Liling Du

 

 

Title:

Director

 

 

 

Liling Du

 

 

 

By:

/s/ Liling Du

 

 

 

 

 

 

 

 

 

Wanjun Yao

 

 

 

 

By:

/s/ Wanjun Yao

 

[Signature page to joint filing agreement (TRSG 13G)]