CDH Venture Capital III Limited and affiliated funds report a significant ownership position in BingEx Ltd. As of December 31, 2024, they beneficially owned 17,969,231 Class A ordinary shares, representing 10.7% of BingEx’s Class A shares outstanding.
The shares are held by CDH Venture Capital III Limited, wholly owned by CDH Venture Partners III, L.P., whose general partner is CDH Venture GP III Company Limited. Each three Class A ordinary shares correspond to one American depositary share listed on the Nasdaq Global Select Market under the symbol FLX.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BingEx Ltd
(Name of Issuer)
Class A ordinary share, par value US$0.0001 per share
(Title of Class of Securities)
090337106
(CUSIP Number)
12/31/2024
(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.
090337106
1
Names of Reporting Persons
CDH Venture Capital III 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
17,969,231.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,969,231.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,969,231.00
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)
10.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
090337106
1
Names of Reporting Persons
CDH Venture Partners III, 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
17,969,231.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,969,231.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,969,231.00
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)
10.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
090337106
1
Names of Reporting Persons
CDH Venture GP III Company 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,969,231.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
17,969,231.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,969,231.00
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)
10.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BingEx Ltd
(b)
Address of issuer's principal executive offices:
Building 6, Zhongguancun Dongsheng International Science Park, No.1 Yongtaizhuang North Road, Haidian District, Beijing 100192, P.R. China
Item 2.
(a)
Name of person filing:
CDH Venture Capital III Limited
CDH Venture Partners III, L.P.
CDH Venture GP III Company Limited
(collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
Principal business office for each Reporting Person is 1503 Level 15 International Commerce Center, 1 Austin Road West, Kowloon, Hong Kong.
(c)
Citizenship:
CDH Venture Capital III Limited - British Virgin Islands
CDH Venture Partners III, L.P. - Cayman Islands
CDH Venture GP III Company Limited - Cayman Islands
(d)
Title of class of securities:
Class A ordinary share, par value US$0.0001 per share
(e)
CUSIP No.:
090337106
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:
The information required by this Item as of December 31, 2024 is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)
Percent of class:
The information required by this Item as of December 31, 2024 is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. Percent of class determined is based on 167,811,951 Class A Ordinary Shares (as defined below) of BingEx Limited (the "Issuer") outstanding as of December 31, 2024 as disclosed in the Issuer's annual report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.
The Class A Ordinary Shares were held by CDH Venture Capital III Limited, which is 100% wholly owned by CDH Venture Partners III, L.P., whose general partner is CDH Venture GP III Company Limited. CDH Venture Partners III, L.P. and CDH Venture GP III Company Limited may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CDH Venture Capital III Limited. Each three Class A ordinary shares, par value US$0.0001 per share, of the Issuer ("Class A Ordinary Shares") are represented by one American depositary share ("ADS") of the Issuer. The ADSs are quoted on The Nasdaq Global Select Market under the symbol "FLX" with the CUSIP number 090337106 assigned. There is no CUSIP number assigned to the Class A Ordinary Shares. The Class A Ordinary Shares are not for trading but only in connection with the listing of ADSs on The Nasdaq Global Select Market.
The voting and investment power of the securities of the Issuer held by CDH Venture Capital III Limited is exercised by the investment committee of CDH Venture GP III Company Limited, which consists of WU Shangzhi, WANG Lin and HUANG Yan. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the rules promulgated thereunder, each of WU Shangzhi, WANG Lin and HUANG Yan may be deemed to share beneficial ownership of the securities of the Issuer directly held by CDH Venture Capital III Limited. Each of WU Shangzhi, WANG Lin and HUANG Yan disclaims beneficial ownership of all the securities of the Issuer held by CDH Venture Capital III Limited for the purposes of Sections 13(d) and 13(g) of the Act, except to the extent of their pecuniary interests therein.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item as of December 31, 2024 is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by this Item as of December 31, 2024 is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item as of December 31, 2024 is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item as of December 31, 2024 is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference.
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:
Not Applicable
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.
CDH Venture Capital III Limited
Signature:
/s/ William Hsu
Name/Title:
William Hsu, Director, CDH Venture Capital III Limited
Date:
02/09/2026
CDH Venture Partners III, L.P.
Signature:
/s/ William Hsu
Name/Title:
CDH Venture GP III Company Limited by William Hsu, Director, CDH Venture GP III Company Limited
Date:
02/09/2026
CDH Venture GP III Company Limited
Signature:
/s/ William Hsu
Name/Title:
William Hsu, Director, CDH Venture GP III Company Limited
How large is CDH’s ownership stake in BingEx Ltd (FLX)?
CDH-related entities report beneficial ownership of 17,969,231 Class A ordinary shares of BingEx Ltd, representing 10.7% of the Class A shares outstanding as of December 31, 2024, based on the issuer’s disclosed share count.
Which CDH entities are reporting ownership in BingEx Ltd (FLX)?
The filing lists CDH Venture Capital III Limited, CDH Venture Partners III, L.P., and CDH Venture GP III Company Limited as the reporting persons, collectively treated as a group for their beneficial ownership of BingEx’s Class A ordinary shares.
What voting and dispositive power does CDH report over BingEx (FLX) shares?
Each reporting person reports sole voting power and sole dispositive power over 17,969,231 Class A ordinary shares, with no shared voting or dispositive power, as disclosed in the ownership table.
How is BingEx Ltd (FLX) structured between Class A shares and ADSs?
The filing states that each three Class A ordinary shares represent one American depositary share (ADS). The ADSs trade on the Nasdaq Global Select Market under the symbol FLX with CUSIP 090337106.
What share count did CDH use to calculate its 10.7% stake in BingEx (FLX)?
The 10.7% ownership is based on 167,811,951 Class A ordinary shares of BingEx outstanding as of December 31, 2024, as disclosed in the company’s Form 20-F annual report filed with the SEC.
Who exercises voting and investment power over CDH’s BingEx (FLX) holdings?
The voting and investment power over BingEx securities held by CDH Venture Capital III Limited is exercised by the investment committee of CDH Venture GP III Company Limited, consisting of WU Shangzhi, WANG Lin, and HUANG Yan.
