| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Jinxin Technology Holding Company (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 Namibox Technology 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 328,880,195.00 | ||||||||
| 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) 28.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For Rows 5, 7 and 9: represents 328,880,195 ordinary shares directly held by Namibox Technology Limited, a British Virgin Islands company wholly-owned by Mr. Jin Xu.
(2) For Row 11: 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.
SCHEDULE 13G |
| CUSIP No. | 47760D102 |
| 1 | Names of Reporting Persons Jin Xu | ||||||||
| 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 CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 328,880,195.00 | ||||||||
| 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) 28.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) For Rows 5, 7 and 9: represents 328,880,195 ordinary shares directly held by Namibox Technology Limited, a British Virgin Islands company wholly-owned by Mr. Jin Xu.
(2) For Row 11: 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.
SCHEDULE 13G |
| 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: Namibox Technology Limited
Jin Xu | |
| (b) | Address or principal business office or, if
none, residence: Namibox Technology Limited: Floor 8, Building D, Shengyin Building, Shengxia Road 666, Pudong District, Shanghai, People's Republic of China
Jin Xu: Floor 8, Building D, Shengyin Building, Shengxia Road 666, Pudong District, Shanghai, People's Republic of China | |
| (c) | Citizenship: Namibox Technology Limited: British Virgin Islands
Jin Xu: 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: Namibox Technology Limited: 328,880,195
Jin Xu: 328,880,195
Represents 328,880,195 ordinary shares directly held by Namibox Technology Limited, a British Virgin Islands company wholly-owned by Mr. Jin Xu. | |
| (b) | Percent of class: Namibox Technology Limited: 28.53%
Jin Xu: 28.53%
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: Namibox Technology Limited: 328,880,195
Jin Xu: 328,880,195 | ||
| (ii) Shared power to vote or to direct the
vote: Namibox Technology Limited: 0
Jin Xu: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Namibox Technology Limited: 328,880,195
Jin Xu: 328,880,195 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Namibox Technology Limited: 0
Jin Xu: 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
| ||
| 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 1 Joint Filing Agreement |