| Item 1. | |
| (a) | Name of issuer:
Jinxin Technology Holding Company |
| (b) | Address of issuer's principal executive
offices:
Floor 8, Building D, Shengyin Building, Shengxia Road 666, Pudong District, Shanghai 201203, People's Republic of China |
| Item 2. | |
| (a) | Name of person filing:
QM Angel I Limited
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership)
Zhuhai Zhongguan QM Investment Management Company Limited
Mingguo Huang |
| (b) | Address or principal business office or, if
none, residence:
QM Angel I Limited: Suite 3903, 39/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): Building 13, Guangdong Media Valley, Nansha District, Guangzhou, People's Republic of China
Zhuhai Zhongguan QM Investment Management Company Limited: Building 13, Guangdong Media Valley, Nansha District, Guangzhou, People's Republic of China
Mingguo Huang: FLAT B, 9/F, TOWER 8, CULLINAN WEST, 28 SHAM MONG ROAD, KOWLOON, HONG KONG |
| (c) | Citizenship:
QM Angel I Limited: Hong Kong
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): People's Republic of China
Zhuhai Zhongguan QM Investment Management Company Limited: People's Republic of China
Mingguo Huang: People's Republic of China |
| (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:
QM Angel I Limited: 108,500,000
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 108,500,000
Zhuhai Zhongguan QM Investment Management Company Limited: 108,500,000
Mingguo Huang: 108,500,000
Represents 108,500,000 ordinary shares directly held by QM Angel I Limited, a Hong Kong company wholly-owned by Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership), which is controlled by Zhuhai Zhongguan QM Investment Management Company Limited, its general partner. Zhuhai Zhongguan QM Investment Management Company Limited is ultimately controlled by Mingguo Huang. |
| (b) | Percent of class:
QM Angel I Limited: 9.41%
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 9.41%
Zhuhai Zhongguan QM Investment Management Company Limited: 9.41%
Mingguo Huang: 9.41%
The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 1,152,740,747 ordinary shares issued and outstanding immediately after the completion of the Issuer's initial public offering, as reported in its prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on December 6, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
QM Angel I Limited: 108,500,000
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 108,500,000
Zhuhai Zhongguan QM Investment Management Company Limited: 108,500,000
Mingguo Huang: 108,500,000
|
| | (ii) Shared power to vote or to direct the
vote:
QM Angel I Limited: 0
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 0
Zhuhai Zhongguan QM Investment Management Company Limited: 0
Mingguo Huang: 0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
QM Angel I Limited: 108,500,000
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 108,500,000
Zhuhai Zhongguan QM Investment Management Company Limited: 108,500,000
Mingguo Huang: 108,500,000
|
| | (iv) Shared power to dispose or to direct the
disposition of:
QM Angel I Limited: 0
Zhuhai Zhongguan QM Venture Investment Enterprise (Limited Partnership): 0
Zhuhai Zhongguan QM Investment Management Company Limited: 0
Mingguo Huang: 0
|
| 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
|
Rule
13d-1(d)