Sec Form 13G Filing - Shunwei China Internet Opportunity Fund II, L.P. filing for BingEx Limited (FLX) - 2025-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P..(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, L.P.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, 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 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued a nd outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Opportunity Fund III, L.P. is the sole shareholder of Astrend Opportunity III Alpha Limited.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P..(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P..(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents (i) 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited; and (ii) 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P., whose general partner is Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P.. Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP Limited are controlled by Silver Unicorn Ventures Limited.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 1.9% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents 3,701,984 Class A ordinary shares held by Golden Sound Limited.(2) For row 11: The beneficial ownership percentage of the Reporting Person is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 0.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) For rows 5, 7 and 9: Represents (i) 8,299,573 Class A ordinary shares held by Shunwei Growth III Limited; (ii) 3,701,984 Class A ordinary shares held by Astrend Opportunity III Alpha Limited; and (iii) 3,701,984 Class A ordinary shares held by Golden Sound Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P.. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P.. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P.. Shunwei Capital Partners III GP Limited and Shunwei Capital Partners IV GP, L.P. are controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited and Golden Sound Limited are controlled by Mr. Tuck Lye Koh.(2) For row 11: The beneficial ownership percentage is calculated based on a total of 213,059,729 ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering, including 167,481,951 Class A ordinary shares and 45,577,778 Class B ordinary shares, 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 October 4, 2024. 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 ten votes per share, voting together on all matters as a single class. The voting power of the shares beneficially owned by the Reporting Person represents 2.5% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.


SCHEDULE 13G


 
Shunwei China Internet Opportunity Fund II, L.P.
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Authorized Representative
Date:02/12/2025
 
Shunwei Growth III Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Shunwei Capital Partners III GP, L.P.
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Authorized Representative
Date:02/12/2025
 
Shunwei Capital Partners III GP Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Astrend Opportunity III Alpha Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Shunwei China Internet Opportunity Fund III, L.P.
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Authorized Representative
Date:02/12/2025
 
Shunwei Capital Partners IV GP, L.P.
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Authorized Representative
Date:02/12/2025
 
Shunwei Capital Partners IV GP Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Silver Unicorn Ventures Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Golden Sound Limited
 
Signature:/s/ Tuck Lye Koh
Name/Title:Tuck Lye Koh/Director
Date:02/12/2025
 
Tuck LyeKoh
 
Signature:/s/ Tuck LyeKoh
Name/Title:Tuck LyeKoh
Date:02/12/2025
Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons dated February 12, 2025

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