| 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:
Wu Capital Limited
Xinyi Cai |
| (b) | Address or principal business office or, if
none, residence:
Wu Capital Limited: Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands
Xinyi Cai: Flat A, 22/F, Tower 2, Regence Royale, 2 Bowen Road, Hong Kong |
| (c) | Citizenship:
Wu Capital Limited: British Virgin Islands
Xinyi Cai: Hong Kong |
| (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:
Wu Capital Limited: 160,550,709
Xinyi Cai: 160,550,709
Represents 160,550,709 ordinary shares directly held by Wu Capital Limited, a British Virgin Islands company in which Ms. Xinyi Cai beneficially owns 100% of the equity interests through a trust for which she acts as the settlor. |
| (b) | Percent of class:
Wu Capital Limited: 13.93%
Xinyi Cai: 13.93%
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:
Wu Capital Limited: 160,550,709
Xinyi Cai: 160,550,709
|
| | (ii) Shared power to vote or to direct the
vote:
Wu Capital Limited: 0
Xinyi Cai: 0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Wu Capital Limited: 160,550,709
Xinyi Cai: 160,550,709
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Wu Capital Limited: 0
Xinyi Cai: 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)