| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Jinxin Technology Holding Co (Name of Issuer) |
ordinary shares, par value US$0.00001428571428 per share (Title of Class of Securities) |
47760D102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Shunwei China Internet Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Talented Ventures III Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Shunwei Capital Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Shunwei Capital Partners III GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P..
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Silver Unicorn Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Tuck Lye Koh | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 161,060,102.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) For rows 5, 7 and 9: Represents 161,060,102 ordinary shares held by Talented Ventures III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.
(2) For row 11: The beneficial ownership percentage is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the offering, assuming the underwriters do not exercise their option to purchase additional ADSs, as reported in the Issuer's prospectus on Form 424B4 filed with the Securities Exchange Commission on December 6, 2024. The voting power of the shares beneficially owned by the Reporting Person represents 14.0% of the total outstanding voting power of the Issuer.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Jinxin Technology Holding Co | |
| (b) | Address of issuer's principal executive
offices: SHENGYIN BUILDING, SHENGXIA ROAD 666, BUILDING D, FLOOR 8, PUDONG DISTRICT, Shanghai, F4, 201203 | |
| Item 2. | ||
| (a) | Name of person filing: (1) Talented Ventures III Limited;
(2) Shunwei China Internet Fund III, L.P.;
(3) Shunwei Capital Partners III GP, L.P.;
(4) Shunwei Capital Partners III GP Limited;
(5) Silver Unicorn Ventures Limited; and
(6) Koh Tuck Lye (each, a "Reporting Person" and collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: For (1) and (5):
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands
For (2), (3) and (4):
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands
For (6):
111 Somerset Road, TripleOne Somerset, #07-07 Singapore 238164 | |
| (c) | Citizenship: For (1) and (5):
British Virgin Islands
For (2), (3) and (4):
Cayman Islands
For (6):
Singapore | |
| (d) | Title of class of securities: ordinary shares, par value US$0.00001428571428 per share | |
| (e) | CUSIP No.: 47760D102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Items 4(a) is set forth in Rows 5, 7 and 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class: The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
Shunwei China Internet Fund III, L.P. is the sole shareholder of Talented Ventures III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
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. |
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Exhibit
Information |
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons dated February 12, 2025. |