Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 09 2024 - 4:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
9F Inc. |
(Name of Issuer) |
|
Class A ordinary shares, par value of $0.00001 per share |
(Title of Class of Securities) |
|
65442R
208** |
(CUSIP Number) |
|
December 31, 2023 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
| ** | CUSIP number 65442R 208 has been assigned to the American Depositary
Shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “JFU.” Each ADS
represents 20 Class A ordinary shares of the Issuer. |
The information required in 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).
CUSIP
No. |
65442R
208 |
Page
1 of 8 pages |
1 |
Name of
Reporting Person
Changxing
Xiao |
2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3 |
SEC Use
Only
|
4 |
Citizenship
or Place of Organization
People’s
Republic of China |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
13,920,300.
See Item 4. |
6 |
Shared
Voting Power
0 |
7 |
Sole
Dispositive Power
13,920,300.
See Item 4. |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,920,300.
See Item 4. |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11 |
Percent
of Class Represented by Amount in Row (9)
8.0% of the
Class A ordinary Shares (or 5.9% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into
the same number of Class A ordinary shares). See Item 4. |
12 |
Type
of Reporting Person
IN |
CUSIP
No. |
65442R
208 |
Page
2 of 8 pages |
1 |
Name of
Reporting Person
DFM Capital
Ltd. |
2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3 |
SEC Use
Only
|
4 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
13,920,300.
See Item 4. |
6 |
Shared
Voting Power
0 |
7 |
Sole
Dispositive Power
13,920,300.
See Item 4. |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,920,300.
See Item 4. |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
11 |
Percent
of Class Represented by Amount in Row (9)
8.0% of the
Class A ordinary Shares (or 5.9% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into
the same number of Class A ordinary shares). See Item 4. |
12 |
Type
of Reporting Person
CO |
CUSIP
No. |
65442R
208 |
Page
3 of 8 pages |
Item 1(a). |
Name of Issuer:
9F Inc. (the “Issuer”)
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
Room
1207, Building No. 5, 5 West Laiguangying Road, Chaoyang District, Beijing 100012, People’s Republic of China |
Item 2(a). |
Name of Person Filing:
Changxing Xiao, DFM Capital Ltd. (collectively, the “Reporting
Persons”) |
Item 2(b). |
Address of Principal Business
Office or, if none, Residence:
The business address of Changxing Xiao is 2/F, Building B, B36 BOE Universal Business Park, No. 10 Jiuxianqiao
Road, Chaoyang District, Beijing, People's Republic of China. The registered address of DFM Capital Ltd. is Sertus Chambers, P.O. Box 905,
Quastisky Building, Road Town, Tortola, British Virgin Islands.
|
Item 2(c) |
Citizenship:
Changxing Xiao is a citizen of the People’s Republic
of China. DFM Capital Ltd. is a company incorporated in British Virgin Islands.
|
Item 2(d). |
Title of Class of Securities:
Class A ordinary shares, par value $0.00001 per share, of the Issuer.
The Issuer’s ordinary shares consist of Class A ordinary shares
and Class B ordinary shares. 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 five votes per share on all matters submitted to them for a vote. Class B ordinary shares are convertible
at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into
Class B ordinary shares under any circumstances.
|
Item 2(e). |
CUSIP Number:
There is no CUSIP number assigned to the Class A ordinary
shares. CUSIP number 65442R 208 has been assigned to the ADSs. |
|
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
|
|
Not applicable |
|
|
Item 4. |
Ownership: |
The following information with respect to the ownership of the
ordinary shares of the Issuer by each Reporting Person is provided as of December 31, 2023. Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. The table below is prepared based on 174,304,260 shares of Class A ordinary shares and 61,162,400
shares of Class B ordinary shares outstanding as of December 31, 2023.
CUSIP
No. |
65442R
208 |
Page
4 of 8 pages |
For Changxing Xiao:
Reporting Person: Changxing Xiao | |
Class A
ordinary shares | | |
Class B
ordinary shares | | |
Total ordinary shares
on the
as-converted basis | | |
Percentage
of Aggregate
Voting Power | |
(a) Amount beneficially owned: | |
| 13,920,300 | (1) | |
| 0 | | |
| 13,920,300 | (1) | |
| - | |
(b) Percent of class: | |
| 8.0 | %(2) | |
| - | | |
| 5.9 | %(3) | |
| 2.9 | %(4) |
(c) Number of shares as to which the person has: | |
| | | |
| | | |
| | | |
| | |
(i) Sole power to vote or to direct the vote | |
| 13,920,300 | (1) | |
| - | | |
| 13,920,300 | (1) | |
| - | |
(ii) Shared power to vote or to direct the vote | |
| 0 | | |
| - | | |
| 0 | | |
| - | |
(iii) Sole power to dispose or to direct the disposition of | |
| 13,920,300 | (1) | |
| - | | |
| 13,920,300 | (1) | |
| - | |
(iv) Shared power to dispose or to direct the disposition of | |
| 0 | | |
| - | | |
| 0 | | |
| - | |
Notes:
| (1) | Representing 13,920,300 Class A ordinary shares held by DFM
Capital Ltd., a British Virgin Islands company controlled by The DTFM Capital Trust. The DTFM Capital Trust is a trust established under
the laws of Guernsey and managed by DTFM (PTC) Ltd., a private trust company incorporated in British Virgin Islands, as the trustee.
Mr. Changxing Xiao is the settlor of this trust and Mr. Changxing Xiao and his family members are this trust's beneficiaries. DTFM (PTC)
Ltd. is in turn controlled by The DTFM Settlement, a trust established under the laws of Guernsey. The DTFM Settlement is managed by
Trident Trust HK as the trustee. Mr. Changxing Xiao is the settlor and enforcer of The DTFM Settlement. Under the terms of this trust,
Mr. Changxing Xiao has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and
other rights attached to the shares held by DFM Capital Ltd. in the Issuer. Mr. Changxing Xiao may be deemed to have the sole voting
and dispositive power over the shares held by DFM Capital Ltd. |
| (2) | To derive this percentage, (x) the numerator is 13,920,300 Class
A ordinary shares held by DFM Capital Ltd., a British Virgin Islands company, and (y) the denominator is 174,304,260, being the numbers
of the Issuer’s total Class A ordinary shares outstanding as of December 31, 2023. |
| (3) | To derive this percentage, (x) the numerator is 13,920,300 Class
A ordinary shares held by DFM Capital Ltd., a British Virgin Islands company, and (y) the denominator is the sum of (i) 174,304,260,
being the number of the Issuer’s total Class A ordinary shares outstanding as of December 31, 2023, and (ii) 61,162,400, being
the number of the Issuer’s total Class B ordinary shares outstanding as of December 31, 2023 that are convertible into the same
number of Class A ordinary shares. |
| (4) | Percentage of aggregate voting power represents voting power
of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuer's Class A and Class B ordinary
shares as a single class. Each holder of the Issuer's Class A ordinary shares is entitled to one vote per Class A ordinary share. Each
holder of the Issuer's Class B ordinary shares is entitled to five votes per Class B ordinary share. |
CUSIP
No. |
65442R
208 |
Page
5 of 8 pages |
For DFM Capital
Ltd.:
Reporting Person: DFM Capital Ltd. | |
Class A
ordinary shares | | |
Class B
ordinary shares | | |
Total
ordinary shares
on the
as-converted basis | | |
Percentage
of Aggregate
Voting Power | |
(a) Amount beneficially owned: | |
| 13,920,300 | (1) | |
| 0 | | |
| 13,920,300 | (1) | |
| - | |
(b) Percent of class: | |
| 8.0 | %(2) | |
| - | | |
| 5.9 | %(3) | |
| 2.9 | %(4) |
(c) Number of shares as to which the person has: | |
| | | |
| | | |
| | | |
| | |
(i) Sole power to vote or to direct the vote | |
| 13,920,300 | (1) | |
| - | | |
| 13,920,300 | (1) | |
| - | |
(ii) Shared power to vote or to direct the vote | |
| 0 | | |
| - | | |
| 0 | | |
| - | |
(iii) Sole power to dispose or to direct the disposition of | |
| 13,920,300 | (1) | |
| - | | |
| 13,920,300 | (1) | |
| - | |
(iv) Shared power to dispose or to direct the disposition of | |
| 0 | | |
| - | | |
| 0 | | |
| - | |
Notes:
| (1) | Representing 13,920,300 Class A ordinary shares held by DFM
Capital Ltd., a British Virgin Islands company. |
| (2) | To derive this percentage, (x) the numerator is 13,920,300 Class
A ordinary shares held by DFM Capital Ltd., a British Virgin Islands company, and (y) the denominator is 174,304,260, being the numbers
of the Issuer’s total Class A ordinary shares outstanding as of December 31, 2023. |
| (3) | To derive this percentage, (x) the numerator is 13,920,300 Class
A ordinary shares held by DFM Capital Ltd., a British Virgin Islands company, and (y) the denominator is the sum of (i) 174,304,260,
being the number of the Issuer’s total Class A ordinary shares outstanding as of December 31, 2023, and (ii) 61,162,400, being
the number of the Issuer’s total Class B ordinary shares outstanding as of December 31, 2023 that are convertible into the same
number of Class A ordinary shares. |
| (4) | Percentage of aggregate voting power represents voting power
of all ordinary shares held by the reporting person with respect to all outstanding shares of the Issuer's Class A and Class B ordinary
shares as a single class. Each holder of the Issuer's Class A ordinary shares is entitled to one vote per Class A ordinary share. Each
holder of the Issuer's Class B ordinary shares is entitled to five votes per Class B ordinary share. |
CUSIP
No. |
65442R
208 |
Page
6 of 8 pages |
Item 5. |
Ownership of Five Percent or Less of a Class:
|
|
Not applicable |
|
Item 6. |
Ownership of More than Five 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 |
CUSIP
No. |
65442R
208 |
Page
7 of 8 pages |
LIST OF EXHIBITS
CUSIP
No. |
65442R
208 |
Page
8 of 8 pages |
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.
Dated: February 9, 2024
|
Changxing Xiao |
|
|
|
/s/ Changxing Xiao |
|
|
|
DFM Capital Ltd. |
|
|
|
By: |
/s/ Changxing Xiao |
|
Name: |
Changxing Xiao |
|
Title: |
Director |
[Signature Page
to Schedule 13G/A]
9F (NASDAQ:JFU)
Historical Stock Chart
From Nov 2024 to Dec 2024
9F (NASDAQ:JFU)
Historical Stock Chart
From Dec 2023 to Dec 2024