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Filing Details

Accession Number:: 0001104659-19-008267
Form Type:: 13G Filing
Publication Date:: 2019-02-14 06:19:26

Filed By:: Deal Vanguard Ltd
Company:: X Financial (NYSE:XYF)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Deal Vanguard Limited	38,095,238	38,095,238	38,095,238	12.5%
Chow Tai Fook Enterprises Limited	38,095,238	38,095,238	38,095,238	12.5%
Chow Tai Fook (Holding) Limited	38,095,238	38,095,238	38,095,238	12.5%
Chow Tai Fook Capital Limited	38,095,238	38,095,238	38,095,238	12.5%

Filing

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO 13d-2

Under the Securities Exchange Act of 1934
(Amendment No. )*

X Financial

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

98372W103**

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** CUSIP number 98372W103 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on the New York Stock Exchange under the symbol XYF. Each ADS represents two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

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).

CUSIP No. 98372W103

Schedule 13G

1.	Names of Reporting Persons Deal Vanguard Limited
2.	Check the Appropriate Box if a Member of a Group (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 38,095,238 Class A ordinary shares(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 38,095,238 Class A ordinary shares(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,095,238 Class A ordinary shares(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11.	Percent of Class Represented by Amount in Row (9) 12.5%(2)
12.	Type of Reporting Person CO

(1) Represents 38,095,238 Class A ordinary shares held by Deal Vanguard Limited, a British Virgin Islands company wholly owned by Chow Tai Fook Enterprises Limited, which is wholly owned by Chow Tai Fook (Holding) Limited in which Chow Tai Fook Capital Limited holds a 81.03% equity interest.

(2) Calculated based on 303,614,298 ordinary shares issued and outstanding as of December 31, 2018, being the sum of (i) 206,014,298 Class A ordinary shares, (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

CUSIP No. 98372W103

Schedule 13G

1.	Names of Reporting Persons Chow Tai Fook Enterprises Limited
2.	Check the Appropriate Box if a Member of a Group (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 38,095,238 Class A ordinary shares(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 38,095,238 Class A ordinary shares(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,095,238 Class A ordinary shares(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11.	Percent of Class Represented by Amount in Row (9) 12.5%(2)
12.	Type of Reporting Person CO

CUSIP No. 98372W103

Schedule 13G

1.	Names of Reporting Persons Chow Tai Fook (Holding) Limited
2.	Check the Appropriate Box if a Member of a Group (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 38,095,238 Class A ordinary shares(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 38,095,238 Class A ordinary shares(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,095,238 Class A ordinary shares(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11.	Percent of Class Represented by Amount in Row (9) 12.5%(2)
12.	Type of Reporting Person CO

CUSIP No. 98372W103

Schedule 13G

1.	Names of Reporting Persons Chow Tai Fook Capital Limited
2.	Check the Appropriate Box if a Member of a Group (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 38,095,238 Class A ordinary shares(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 38,095,238 Class A ordinary shares(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,095,238 Class A ordinary shares(1)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o
11.	Percent of Class Represented by Amount in Row (9) 12.5%(2)
12.	Type of Reporting Person CO

Item 1(a).	Name of Issuer: X Financial (the Issuer)
Item 1(b).	Address of Issuers Principal Executive Offices: 7-8F, Block A, Aerospace Science and Technology Plaza, No. 168, Haide Third Avenue, Nanshan District, Shenzhen, 518067, the Peoples Republic of China

Item 2(a).	Name of Person Filing: Deal Vanguard Limited Chow Tai Fook Enterprises Limited Chow Tai Fook (Holding) Limited Chow Tai Fook Capital Limited (collectively, the Reporting Persons)
Item 2(b).	Address of Principal Business Office or, if none, Residence: Deal Vanguard Limited Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands Chow Tai Fook Enterprises Limited 32/F, New World Tower, 16-18 Queens Road Central, Hong Kong Chow Tai Fook (Holding) Limited Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands Chow Tai Fook Capital Limited Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands
Item 2(c).	Citizenship: Deal Vanguard Limited: British Virgin Islands Chow Tai Fook Enterprises Limited: Hong Kong Chow Tai Fook (Holding) Limited: British Virgin Islands Chow Tai Fook Capital Limited: British Virgin Islands
Item 2(d).	Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Item 2(e).	CUSIP Number: 98372W103 This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
	Not applicable.

Item 4.	Ownership.
The following information with respect to the ownership of the ordinary shares of par value of US$0.0001 per share of the Issuer by each of the reporting persons is provided as of December 31, 2018:

Reporting Person	Amount beneficially owned:	Percent of class(1)		Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:	Percent of Aggregate voting power(2)
Deal Vanguard Limited	38,095,238	12.5	%	38,095,238	0	38,095,238	0	1.8	%
Chow Tai Fook Enterprises Limited	38,095,238	12.5	%	38,095,238	0	38,095,238	0	1.8	%
Chow Tai Fook (Holding) Limited	38,095,238	12.5	%	38,095,238	0	38,095,238	0	1.8	%
Chow Tai Fook Capital Limited	38,095,238	12.5	%	38,095,238	0	38,095,238	0	1.8	%

(1) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 303,614,298 ordinary shares (being the sum of 206,014,298 Class A ordinary shares and 97,600,000 Class B ordinary shares) of the Issuer issued and outstanding as of December 31, 2018.

(2) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 5.	Ownership of Five Percent or Less of a Class.
Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.

Item 8.	Identification and Classification of Members of the Group.
Not applicable.

Item 9.	Notice of Dissolution of Group.
Not applicable.

Item 10.	Certifications.
Not applicable.

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.

Dated: February 14, 2019

		DEAL VANGUARD LIMITED


		By:	/s/ Chi Hin Jacob Lee
			Name: Chi Hin Jacob Lee
			Title: Director


		CHOW TAI FOOK ENTERPRISES LIMITED


		By:	/s/ On Yip Patrick Tsang
			Name: On Yip Patrick Tsang
			Title: Director


		CHOW TAI FOOK (HOLDING) LIMITED


		By:	/s/ On Yip Patrick Tsang
			Name: On Yip Patrick Tsang
			Title: Director


		CHOW TAI FOOK CAPITAL LIMITED


		By:	/s/ Kar Shing Cheng
			Name: Kar Shing Cheng
			Title: Director

LIST OF EXHIBITS

Exhibit No.		Description
A		Joint Filing Agreement