Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Yue Tang

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue, Nanshan District

Shenzhen 518067

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

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.

 

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).

 

(1)  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.

 

 

 

CUSIP No. 98372W103

 

1	NAMES OF REPORTING PERSONS   Mangrove Coast Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 97,600,000 shares(1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 97,600,000 shares(1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,600,000 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4%(2) (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)
14	TYPE OF REPORTING PERSON (See Instructions) 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 321,017,943 ordinary shares issued and outstanding as shown in the shareholder register of the Company dated as of September 28, 2020, being the sum of (i) 223,417,943 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.

 

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CUSIP No. 98372W103

 

1	NAMES OF REPORTING PERSONS   Rhone Trustees (Bahamas) Ltd as trustee of the Mangrove Coast Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 97,600,000 shares(1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 97,600,000 shares(1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 97,600,000 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4%(2) (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)
14	TYPE OF REPORTING PERSON (See Instructions) 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 321,017,943 ordinary shares issued and outstanding as shown in the shareholder register of the Company dated as of September 28, 2020, being the sum of (i) 223,417,943 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.

 

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CUSIP No. 98372W103

 

1	NAMES OF REPORTING PERSONS   Purple Mountain Holding Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,356,337 shares(1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,356,337 shares(1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,356,337 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%(2) (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)
14	TYPE OF REPORTING PERSON (See Instructions) CO

 

(1) Represents 836,810 Class A ordinary shares in the form of 418,405 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 321,017,943 ordinary shares issued and outstanding as shown in the shareholder register of the Company dated as of September 28, 2020, being the sum of (i) 223,417,943 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.

 

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CUSIP No. 98372W103

 

1	NAMES OF REPORTING PERSONS   Yue Tang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Peoples Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 104,759,982 shares(1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 104,759,982 shares(1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,759,982 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.6%(2) (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares)
14	TYPE OF REPORTING PERSON (See Instructions) IN

 

(1) Represents (i) 3,803,645 Class A ordinary shares held by Mr. Yue Tang, (ii) 836,810 Class A ordinary shares in the form of 418,405 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 321,017,943 ordinary shares issued and outstanding as shown in the shareholder register of the Company dated as of September 28, 2020, being the sum of (i) 223,417,943 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.

 

5

 

This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Schedule 13D filed on December 19, 2019 (the Original Schedule 13D) and is being filed on behalf of Mr. Yue Tang, Mangrove Coast Investment Limited, Mangrove Coast Trust, and Purple Mountain Holding Ltd. in respect of the Class A ordinary shares, par value $0.0001 per share, and the Class B ordinary shares, par value $0.0001 per share of X Financial.

 

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration. Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following: On September 28, 2020, Purple Mountain Holding Ltd. and GOLDEN WISE INTERNATIONAL LIMITED entered into a share transfer agreement, pursuant to which GOLDEN WISE INTERNATIONAL LIMITED shall transfer 2,519,527 Class A ordinary shares of the Issuer to Purple Mountain Holding Ltd. for an aggregate consideration of US$784,832. GOLDEN WISE INTERNATIONAL LIMITED is an existing shareholder of the Issuer. Such share transfer was completed on September 28, 2020. The funds used to acquire the foregoing Class A ordinary shares were provided through Mr. Yue Tangs personal funds.

 

Item 5.		Interest in Securities of the Issuer. Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a), (b) The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference. (c) 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. (d) None. (e) Not applicable.
Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following: The information set forth in Item 3 is hereby incorporated into this Item 6 by reference.
Item 7.		Material to Be Filed as Exhibits. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Share Transfer Agreement dated September 28, 2020 by and between Purple Mountain Holding Ltd. and GOLDEN WISE INTERNATIONAL LIMITED

 

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SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 6, 2020

 

	YUE TANG
	/s/ Yue Tang
	RHONE TRUSTEES (BAHAMAS) LTD AS TRUSTEE OF THE MANGROVE COAST TRUST
	By:	/s/ Keisha Cleare and Kimberly Strachan
	Name:	Keisha Cleare and Kimberly Strachan Authorized Signatories on behalf of Rhone Trustees (Bahamas) Ltd
	Title:	Trustee
	MANGROVE COAST INVESTMENT LIMITED
	By:	/s/ Yue Tang
	Name:	Yue Tang
	Title:	Director
	PURPLE MOUNTAIN HOLDING LTD.
	By:	/s/ Yue Tang
	Name:	Yue Tang
	Title:	Director

 

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