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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Jianpu Technology Inc. (Name of Issuer) |
Class A ordinary shares, US$0.0001 par value per share (Title of Class of Securities) |
47738D309 (CUSIP Number) |
Jianpu Technology Inc. 5F Times Cyber Building, 19 South Haidian Road, Haidian District Beijing, F4, 100080 86-10-6242-7068 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 47738D309 |
| 1 |
Name of reporting person
Chenchao Zhuang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,975,830.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 29,225,830 Class A ordinary shares held by Sun Flower Information Technology Ltd. and (ii) 500,000 Class A ordinary shares in the form of ADSs and 11,250,000 Class A ordinary shares held by Lucky Fish Information Technology Limited. Sun Flower Information Technology Ltd. is a British Virgin Islands company, 5% owned by Mr. Chenchao Zhuang and 95% owned by Lucky Fish Information Technology Limited. Lucky Fish Information Technology Limited is a British Virgin Islands company wholly owned by Mr. Xianqing Zhuang, who is Mr. Chenchao Zhuang's father.The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by 375,316,285 ordinary shares, being all of the issuer's issued and outstanding ordinary shares as of the issuer's first half year 2024 unaudited financial results.
SCHEDULE 13D
|
| CUSIP No. | 47738D309 |
< tr>
| 1 |
Name of reporting person
Sun Flower Information Technology Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,225,830.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents 29,225,830 Class A ordinary shares held by Sun Flower Information Technology Ltd. Sun Flower Information Technology Ltd. is a British Virgin Islands company, 5% owned by Mr. Chenchao Zhuang and 95% owned by Lucky Fish Information Technology Limited. Lucky Fish Information Technology Limited is a British Virgin Islands company wholly owned by Mr. Xianqing Zhuang, who is Mr. Chenchao Zhuang's father.The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by 375,316,285 ordinary shares, being all of the issuer's issued and outstanding ordinary shares as of the issuer's first half year 2024 unaudited financial results.
SCHEDULE 13D
|
| CUSIP No. | 47738D309 |
| 1 |
Name of reporting person
Lucky Fish Information Technology Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,750,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Represents 500,000 Class A ordinary shares in the form of ADSs and 11,250,000 Class A ordinary shares held by Lucky Fish Information Technology Limited. Lucky Fish Information Technology Limited is a British Virgin Islands company wholly owned by Mr. Xianqing Zhuang, who is Mr. Chenchao Zhuang's father.The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by 375,316,285 ordinary shares, being all of the issuer's issued and outstanding ordinary shares as of the issuer's first half year 2024 unaudited financial results.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, US$0.0001 par value per share | |
| (b) | Name of Issuer:
Jianpu Technology Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing,
CHINA
, 100080. | |
Item 1 Comment:
The Ordinary Shares of the Issuer consist of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and Class B Ordinary Shares, par value $0.0001 each. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The issuer currently has no issued and outstanding Class B ordinary shares, and all shareholders hold Class A ordinary shares with equal voting rights.The ADSs are quoted on the OTCQB and are currently traded under the symbol "AIJTY." | ||
| Item 2. | Identity and Background | |
| (a) | Chenchao ZhuangSun Flower Information Technology Ltd.Lucky Fish Information Technology Limited | |
| (b) | Chenchao ZhuangJianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People's Republic of China.Sun Flower Information Technology Ltd.Jianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People's Republic of China.Lucky Fish Information Technology LimitedJianpu Technology Inc., 5F Times Cyber Building, 19 South Haidian Road, Haidian District, Beijing, People's Republic of China. | |
| (c) | Partner, Zebra Global Capital Management, 7/F CityChamp Building, No. 12 Taiyanggong Middle Road, Chaoyang, Beijing, People's Republic of China. | |
| (d) | No | |
| (e) | No | |
| (f) | Chenchao Zhuang - SingaporeSun Flower Information Technology Ltd. - British Virgin IslandsLucky Fish Information Technology Limited - British Virgin Islands | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
All of the Class B ordinary shares beneficially owned by Mr. Zhuang were converted into Class A ordinary shares following his resignation as a director of the issuer. In addition, based on the Form 6-K furnished by the issuer on February 13, 2025, Mr. Daqing (David) Ye, Mr. Caofeng Liu and Mr. Jiayan Lu provided notices to the issuer to voluntarily convert all of the Class B ordinary shares of the issuer held by such entities into Class A ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share. The conversion of the Class B ordinary shares of Mr. Daqing (David) Ye, Mr. Caofeng Liu and Mr. Jiayan Lu resulted in the increase of the voting power of the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 is hereby incorporated by reference in its entirety.None of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. | |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. | |
| (c) | None of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days. | |
| (d) | Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by any of the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A* Joint Filing Agreement, dated August 23, 2018 by and between the Reporting Persons https://www.sec.gov/Archives/edgar/data/1713923/000110465918053364/a18-21059_1ex99da.htm | ||
| 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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