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)

1.

Names of Reporting Persons
All Trade Base Investment 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
28,201,772 Class A ordinary shares(1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
28,201,772 Class A ordinary shares(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,201,772 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)
9.3% (2)

12.

Type of Reporting Person
CO

1.

Names of Reporting Persons
Baoguo Zhu

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
28,201,772 Class A ordinary shares(1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
28,201,772 Class A ordinary shares(1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,201,772 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)
9.3%(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:

All Trade Base Investment Limited

Baoguo Zhu

(collectively, the Reporting Persons)

Item 2(b).

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

All Trade Base Investment Limited

Room 1301, 13/F., China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong

Baoguo Zhu

Room 1301, 13/F., China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong

Item 2(c).

Citizenship:

All Trade Base Investment Limited: British Virgin Islands

Baoguo Zhu: 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)

All Trade Base Investment Limited

28,201,772

9.3

%

28,201,772

0

28,201,772

0

1.3

%

Baoguo Zhu

28,201,772

9.3

%

28,201,772

0

28,201,772

0

1.3

%

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.

Dated: February 14, 2019

ALL TRADE BASE INVESTMENT LIMITED

By:

/s/ Baoguo Zhu

Name: Baoguo Zhu

Title: Director

Baoguo Zhu

By:

/s/ Baoguo Zhu

Exhibit No.

Description

A

Joint Filing Agreement