Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No.  98372W103

1.

Names of Reporting Persons
Pine Cove Global 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
20,000,000 Class A ordinary shares(1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
20,000,000 Class A ordinary shares(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 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)
6.6%(2)

12.

Type of Reporting Person
CO

CUSIP No.  98372W103

1.

Names of Reporting Persons
Nexus Asia Growth Fund SPC

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
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
20,000,000 Class A ordinary shares(1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
20,000,000 Class A ordinary shares(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 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)
6.6% (2)

12.

Type of Reporting Person
CO

CUSIP No.  98372W103

1.

Names of Reporting Persons
Fung Yu Wai David

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
20,000,000 Class A ordinary shares(1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
20,000,000 Class A ordinary shares(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 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)
6.6% (2)

12.

Type of Reporting Person
IN

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:

Pine Cove Global Limited

Nexus Asia Growth Fund SPC

Fung Yu Wai David

(collectively, the Reporting Persons)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Pine Cove Global Limited

10/F, No. 8 Queens Road Central, Hong Kong

Nexus Asia Growth Fund SPC

10/F, No. 8 Queens Road Central, Hong Kong

Fung Yu Wai David

10/F, No. 8 Queens Road Central, Hong Kong

Item 2(c).

Citizenship:

Pine Cove Global Limited: British Virgin Islands

Nexus Asia Growth Fund SPC: Cayman Islands

Fung Yu Wai David: Hong Kong

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)

Pine Cove Global Limited

20,000,000

6.6

%

20,000,000

0

20,000,000

0

0.9

%

Nexus Asia Growth Fund SPC

20,000,000

6.6

%

20,000,000

0

20,000,000

0

0.9

%

Fung Yu Wai David

20,000,000

6.6

%

20,000,000

0

20,000,000

0

0.9

%

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.

PINE COVE GLOBAL LIMITED

By:

/s/ Fung Yu Wai David

Name: Fung Yu Wai David

Title: Director

NEXUS ASIA GROWTH FUND SPC

By:

/s/ Fung Yu Wai David

Name: Fung Yu Wai David

Title: Director

Fung Yu Wai David

By:

/s/ Fung Yu Wai David

Exhibit
No.

Description

A 

Joint Filing Agreement