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[SCHEDULE 13G] BGIN BLOCKCHAIN Ltd Passive Investment Disclosure (>5%)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

BGIN Blockchain Limited reported a significant shareholder position by founder Qingfeng Wu and related entities in a Schedule 13G. Wu beneficially owns 22,803,875 Class A ordinary shares, including 249,500 shares held directly and 22,554,375 Class A shares issuable upon conversion of an equal number of Class B shares held through Decho Investment Limited.

This gives Wu a 20.16% beneficial stake in BGIN’s Class A ordinary shares, based on 90,581,566 Class A shares outstanding as of December 31, 2025 plus the convertible Class B shares. Decho Investment Limited, its parent Mister NK Limited, and The Xiantaipai Trust each report beneficial ownership of 22,554,375 Class A shares, or 19.94% of the class, reflecting their role in the same trust and holding structure controlled for voting purposes by Wu.

Positive

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Negative

  • None.





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




Comment for Type of Reporting Person: The amount in rows 5 and 7 represents 249,500 Class A ordinary shares directly held by Mr. Qingfeng Wu. The amount in rows 6 and 8 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. The amount in row 9 represents 249,500 Class A ordinary shares directly held by Mr. Qingfeng Wu and 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.


SCHEDULE 13G




Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.


SCHEDULE 13G




Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.


SCHEDULE 13G




Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu through Decho Investment Limited, a British Virgin Islands company, an entity wholly owned by Mister NK Limited, a British Virgin Islands company. Mister NK Limited is controlled by The Xiantaipai Trust, a trust managed by Dedao Trust Limited as trustee. Mr. Qingfeng Wu is the settlor of The Xiantaipai Trust. Under the terms of this trust, Mr. Qingfeng Wu has the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Decho Investment Limited in the Company. Percentage of class is calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus the 22,554,375 Class A ordinary shares issuable upon the conversion of 22,554,375 Class B ordinary shares beneficially owned by Mr. Qingfeng Wu.


SCHEDULE 13G



Qingfeng Wu
Signature:/s/ Qingfeng Wu
Name/Title:Qingfeng Wu
Date:02/17/2026
Decho Investment Limited
Signature:/s/ Qingfeng Wu
Name/Title:Qingfeng Wu/Director
Date:02/17/2026
Mister NK Limited
Signature:/s/ Zhuoran Li
Name/Title:Zhuoran Li/Director - Dedao Trust Limited, as Director
Date:02/17/2026
The Xiantaipai Trust
Signature:/s/ Zhuoran Li
Name/Title:Zhuoran Li/Director - Dedao Trust Limited, as Trustee
Date:02/17/2026
Exhibit Information

Exhibit 99.1 - Joint Filing Agreement

FAQ

Who is the major shareholder of BGIN (BGIN) in this Schedule 13G?

The major shareholder is Qingfeng Wu, who reports beneficial ownership of 22,803,875 Class A ordinary shares of BGIN Blockchain Limited, giving him a 20.16% stake when including shares issuable upon conversion of Class B ordinary shares.

How many BGIN (BGIN) shares does Qingfeng Wu beneficially own and what is his percentage?

Qingfeng Wu beneficially owns 22,803,875 Class A ordinary shares, representing 20.16% of that class. This includes 249,500 Class A shares held directly plus 22,554,375 Class A shares issuable upon conversion of an equal number of Class B shares.

How is Qingfeng Wu’s ownership in BGIN (BGIN) structured through Decho Investment Limited?

Wu’s indirect stake runs through Decho Investment Limited, which holds 22,554,375 Class B shares convertible into the same number of Class A shares. Decho is wholly owned by Mister NK Limited, which is controlled by The Xiantaipai Trust, for which Wu is the settlor with voting direction powers.

What percentage of BGIN (BGIN) does Decho Investment Limited and related entities own?

Decho Investment Limited, Mister NK Limited, and The Xiantaipai Trust each report beneficial ownership of 22,554,375 Class A shares issuable from Class B shares, representing 19.94% of BGIN’s Class A ordinary shares, based on the share count methodology disclosed.

What share count was used to calculate ownership percentages in the BGIN (BGIN) filing?

Percentages are calculated based on 90,581,566 Class A ordinary shares outstanding as of December 31, 2025, plus 22,554,375 Class A shares issuable upon conversion of 22,554,375 Class B shares beneficially owned by Qingfeng Wu through the described holding structure.

Which jurisdictions are involved in the ownership structure of BGIN (BGIN)?

The structure spans several jurisdictions: Qingfeng Wu is a citizen of the People’s Republic of China; Decho Investment Limited and Mister NK Limited are in the British Virgin Islands; and The Xiantaipai Trust is organized in the Cayman Islands, with Hong Kong listed for trustee contact.
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