Caledonia Mining Corp Plc (CMCL) has a significant shareholder group reporting just under a 10% stake in its common shares. Shining Capital Holdings II L.P. directly owns 1,922,858 common shares of Caledonia, which represents about 9.96% of the company’s 19,304,784 outstanding shares as of October 3, 2025. This amended Schedule 13G/A updates ownership information for a group of related entities and individuals including Shining Capital Management Ltd., Shining (BVI) Limited, Elite Converge Limited, and Xiangwei Weng, Shen Xia, and Lei Yongsheng.
All of these reporting persons share voting and dispositive power over the 1,922,858 shares, but each expressly disclaims ownership beyond their economic interest. They also certify that the shares were not acquired and are not held for the purpose of changing or influencing control of Caledonia, indicating a passive investment intent rather than an activist position.
Positive
None.
Negative
None.
Insights
Shining Capital and affiliates disclose a passive ~10% stake in Caledonia Mining.
Caledonia Mining now has a clearly identified shareholder group led by Shining Capital Holdings II L.P. holding 1,922,858 common shares. Based on 19,304,784 outstanding shares as of October 3, 2025, this equals about 9.96% of the company. The filing details how Cayman, BVI and Hong Kong entities and individuals are linked through general partner, shareholder and board roles, all tied to this single block of shares.
The group reports shared voting and dispositive power over all 1,922,858 shares and no sole power for any member, which centralizes decisions around Shining Capital’s governance bodies. They explicitly state the position is not held to change or influence control, consistent with a passive Schedule 13G filing. This reduces the likelihood of near-term control moves based on this stake alone.
For investors, the key takeaway is that roughly a tenth of Caledonia’s equity is in the hands of a coordinated but formally passive holder group. Any future changes in this stake or a shift to a different filing status would likely appear in subsequent ownership disclosures rather than being inferred from this amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Caledonia Mining Corp Plc
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
G1757E113
(CUSIP Number)
11/01/2025
(Date of Event Which Requires Filing of this Statement)
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
CUSIP No.
G1757E113
1
Names of Reporting Persons
SHINING CAPITAL MANAGEMENT LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Xiangwei Weng
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Shining Capital Holdings II L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Shining (BVI) Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Elite Converge Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Shen Xia
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
CUSIP No.
G1757E113
1
Names of Reporting Persons
Lei Yongsheng
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,922,858.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,922,858.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,858.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Comments For Row (11):
The percentage used herein is calculated based upon 19,304,784 outstanding shares of Caledonia Mining Corporation Plc as of October 3, 2025, as reported in the Issuer's 6-K filed October 3, 2025.
The percentage herein is calculated to be around 9.9605%. For the purpose of filing on the EDGAR online system, the figure is rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Caledonia Mining Corp Plc
(b)
Address of issuer's principal executive offices:
2 MULCASTER STREET, 2 MULCASTER STREET, ST HELIER, UNITED KINGDOM, JE2 3NJ.
Item 2.
(a)
Name of person filing:
SHINING CAPITAL MANAGEMENT LTD.
Shining Capital Holdings II L.P.
Shining (BVI) Limited
Xiangwei Weng
Elite Converge Limited
Shen Xia
Lei Yongsheng
(b)
Address or principal business office or, if none, residence:
SHINING CAPITAL MANAGEMENT LTD. : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Shining Capital Holdings II L.P. : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Shining (BVI) Limited : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Elite Converge Limited : Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Xiangwei Weng: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Shen Xia: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
Lei Yongsheng: Suite 1008, 10/F,Tower C1, Oriental Plaza, 1 East Chang An Ave, Dong Cheng District,Beijing,China, 100738
(c)
Citizenship:
SHINING CAPITAL MANAGEMENT LTD. : Cayman Islands
Shining Capital Holdings II L.P.: Cayman Islands
Shining (BVI) Limited: British Virgin Islands
Xiangwei Weng: Hong Kong
Elite Converge Limited: British Virgin Islands
Shen Xia: Hong Kong
Lei Yongsheng: China
(d)
Title of class of securities:
Common Shares, No Par Value
(e)
CUSIP No.:
G1757E113
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Item 4 of the Original 13G is hereby amended and restated in its entirety as follows.
Amount beneficially owned: 1,922,858 common shares of Caledonia Mining Corp Plc. (the "Subject Shares").
The 1,922,858 common shares are directly owned by Shining Capital Holdings II L.P., which were acquired at or around the triggering event of the Original 13G.
Shining Capital Management Limited is the general partner of Shining Capital Holdings II L.P..
Shining (BVI) Limited and Elite Converge Limited are the shareholders of Shining Capital Management Limited, each holding ordinary shares representing 30% of the total issued and outstanding share capital and 50% of the total voting power in the election of directors of Shining Capital Management Limited.
Xiangwei Weng is the sole shareholder and sole director of Shining (BVI) Limited.
Shen Xia is the sole shareholder and sole director of Elite Converge Limited.
Voting of the Subject Shares by Shining Capital Management Limited is controlled by its board of directors, which currently consists of Lei Yongsheng and Xiangwei Weng. Disposition of the Subject Shares by Shining Capital Management Limited is controlled by its investment committee, which currently consists of four members. Xiangwei Weng, in his capacity of executive director, has nomination right of members of the investment committee.
Xiangwei Weng, Shen Xia, and Lei Yongsheng, together with Elite Converge Limited, Shining (BVI) Limited and Shining Capital Management Limited, may be deemed to have beneficial ownership interests in the Subject Shares. Each person expressly disclaims any ownership of the Subject Shares, except as to such person's pecuniary interest therein.
(b)
Percent of class:
Percent of class: 9.96%
The figure is rounded off to the nearest hundredth (two places after decimal point) from around 9.9605%. For the purpose of filing on the EDGAR online system, the figures in row 11 of the tables above are rounded off to the nearest tenth (one place after decimal point) from around 9.9605%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
SHINING CAPITAL MANAGEMENT LTD. : 0
Shining Capital Holdings II L.P.: 0
Shining (BVI) Limited: 0
Xiangwei Weng: 0
Elite Converge Limited: 0
Shen Xia: 0
Lei Yongsheng: 0
(ii) Shared power to vote or to direct the vote:
SHINING CAPITAL MANAGEMENT LTD. : 1,922,858
Shining Capital Holdings II L.P.: 1,922,858
Shining (BVI) Limited: 1,922,858
Xiangwei Weng: 1,922,858
Elite Converge Limited: 1,922,858
Shen Xia: 1,922,858
Lei Yongsheng: 1,922,858
(iii) Sole power to dispose or to direct the disposition of:
SHINING CAPITAL MANAGEMENT LTD. : 0
Shining Capital Holdings II L.P.: 0
Shining (BVI) Limited: 0
Xiangwei Weng: 0
Elite Converge Limited: 0
Shen Xia: 0
Lei Yongsheng: 0
(iv) Shared power to dispose or to direct the disposition of:
SHINING CAPITAL MANAGEMENT LTD. : 1,922,858
Shining Capital Holdings II L.P.: 1,922,858
Shining (BVI) Limited: 1,922,858
Xiangwei Weng: 1,922,858
Elite Converge Limited: 1,922,858
Shen Xia: 1,922,858
Lei Yongsheng: 1,922,858
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
SHINING CAPITAL MANAGEMENT LTD.
Signature:
/s/ Xiangwei Weng
Name/Title:
Director
Date:
11/28/2025
Xiangwei Weng
Signature:
/s/ Xiangwei Weng
Name/Title:
Xiangwei Weng
Date:
11/28/2025
Shining Capital Holdings II L.P.
Signature:
/s/ Xiangwei Weng
Name/Title:
Shining Capital Management Limited, as general partner, Xiangwei Weng/Director
What stake in Caledonia Mining (CMCL) does Shining Capital report in this Schedule 13G/A amendment?
The reporting group, led by Shining Capital Holdings II L.P., reports beneficial ownership of 1,922,858 common shares of Caledonia Mining Corp Plc.
What percentage of Caledonia Mining’s outstanding shares does the Shining Capital group own?
The filing states that the 1,922,858 common shares represent about 9.96% of the class, based on 19,304,784 outstanding shares as of October 3, 2025.
Which entities and individuals are included in the Shining Capital reporting group for CMCL?
The reporting persons are Shining Capital Management Ltd., Shining Capital Holdings II L.P., Shining (BVI) Limited, Elite Converge Limited, and individuals Xiangwei Weng, Shen Xia, and Lei Yongsheng.
Do the Shining Capital entities have sole or shared voting power over Caledonia Mining shares?
Each reporting person reports 0 shares with sole voting power and 1,922,858 shares with shared voting power, matching their shared dispositive power over the same amount.
Is the Shining Capital group an activist investor in Caledonia Mining (CMCL)?
The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Caledonia, consistent with a passive investment under Schedule 13G.
How is control over the Caledonia Mining shares structured within the Shining Capital group?
The 1,922,858 shares are directly owned by Shining Capital Holdings II L.P.; Shining Capital Management Limited is its general partner, with board members (currently including Lei Yongsheng and Xiangwei Weng) controlling voting, and an investment committee controlling disposition.
Do the individuals in the Shining Capital group claim full ownership of the Caledonia shares?
The filing states that each person expressly disclaims any ownership of the shares except to the extent of such person’s pecuniary interest in them.
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