[Form 3] Solowin Holdings, Ltd. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Solowin Holdings director Yao Xue has filed an initial ownership report showing indirect control of 3,960,000 Class B Ordinary Shares of Solowin Holdings, Ltd. These shares are held through FORTUNE DYNASTY GLOBAL LIMITED, where he is the sole director and shareholder with sole voting and investment power.

Each Class B Ordinary Share is convertible on a one-for-one basis into a Class A Ordinary Share at the holder’s election, and may also convert automatically upon certain transfers or events described in the company’s governing documents. This filing records existing ownership rather than a new market transaction.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yao Xue

(Last) (First) (Middle)

C/O SOLOWIN HOLDINGS

33 CANTON ROAD, TSIM SHA TSUI, KOWLOON

(Street)

HONG KONG 00000

(City) (State) (Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Solowin Holdings, Ltd. [ AXG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(2)	Class A Ordinary Shares	3,960,000	(1)	I	By FORTUNE DYNASTY GLOBAL LIMITED(3)

Explanation of Responses:

1. Each Class B Ordinary Share is convertible into one Class A Ordinary Share of the Issuer at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.

2. A holder's Class B Ordinary Shares convert automatically upon certain transfers and may be subject to mandatory conversion into Class A Ordinary Shares upon the occurrence of certain events described in the Issuer's Second Amended and Restated Memorandum and Articles of Association.

3. Xue Yao is the sole director and sole shareholder of FORTUNE DYNASTY GLOBAL LIMITED, and has sole voting and investment power over the shares held by FORTUNE DYNASTY GLOBAL LIMITED.

	/s/ Xue Yao	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Solowin Holdings (AXG) disclose in Yao Xue’s Form 3?

Solowin Holdings reports that director Yao Xue indirectly controls 3,960,000 Class B Ordinary Shares. The shares are held through FORTUNE DYNASTY GLOBAL LIMITED, where he has sole voting and investment power, and are convertible into an equal number of Class A Ordinary Shares.

How many Solowin Holdings (AXG) shares does Yao Xue beneficially own on Form 3?

Yao Xue’s Form 3 shows indirect beneficial ownership of 3,960,000 Class B Ordinary Shares. These Class B shares are held by FORTUNE DYNASTY GLOBAL LIMITED and are convertible into 3,960,000 Class A Ordinary Shares on a one-for-one basis, subject to the company’s governing terms.

How are Solowin Holdings (AXG) Class B shares held by Yao Xue structured?

The 3,960,000 Class B Ordinary Shares are held indirectly through FORTUNE DYNASTY GLOBAL LIMITED. Yao Xue is the entity’s sole director and shareholder, giving him sole voting and investment power over those shares, according to the Form 3 footnote disclosures.

What is the conversion feature of Solowin Holdings (AXG) Class B Ordinary Shares?

Each Class B Ordinary Share converts into one Class A Ordinary Share of Solowin Holdings. Conversion can occur at the holder’s election at any time, and may also happen automatically upon certain transfers or events described in the company’s Second Amended and Restated Memorandum and Articles of Association.

Does Yao Xue’s Solowin Holdings (AXG) Form 3 show recent buying or selling activity?

The Form 3 records Yao Xue’s existing indirect holdings and does not report new buy or sell transactions. It lists 3,960,000 Class B Ordinary Shares held through FORTUNE DYNASTY GLOBAL LIMITED, reflecting his beneficial ownership position rather than recent trading activity.