Dong Jun reports insider holdings in J & Friends Holdings (JF)

Rhea-AI Filing Summary

J & Friends Holdings Ltd director and chairman Dong Jun filed an initial statement of beneficial ownership. Entities associated with him report holdings in both Class A and Class B Ordinary Shares, with no new purchases or sales disclosed.

He holds a vested share option over 1,560,000 Class A Ordinary Shares at an exercise price of $0.000125 per share, expiring on July 1, 2028. Flamel Enterprises Ltd, which he solely controls, holds 9,948,795 Class B Ordinary Shares. Additional Class B and Class A Ordinary Shares are held through Genius Hub Limited and related trust structures, which may give him voting and dispositive power, although he disclaims beneficial ownership except to the extent of his pecuniary interest.

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^*

Dong Jun

(Last) (First) (Middle)

C/O J AND FRIENDS HOLDINGS LTD, TOWER A

56 EAST 4TH RING ROAD MIDDLE, 7TH FLOOR

(Street)

BEIJING F4 100025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

3. Issuer Name and Ticker or Trading Symbol
J & Friends Holdings Ltd [ JF ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

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

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)
Class A Ordinary Shares	8,500,000	I	See footnote(1)

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
Share Option (right to buy)	(2)	07/01/2028	Class A Ordinary Shares	1,560,000	$0.0001(3)	D
Class B Ordinary Shares	(4)	(4)	Class A Ordinary Shares	9,948,795	(4)	I	See footnote(1)
Class B Ordinary Shares	(4)	(4)	Class A Ordinary Shares	32,490,725	(4)	I	See footnote(5)

Explanation of Responses:

1. Shares are held of record by Flamel Enterprises Ltd ("Flamel"). The Reporting Person is the sole director, officer, and shareholder of Flamel and holds sole voting and dispositive power over the shares.

2. All shares subject to the option have become vested and exercisable.

3. The Exercise Price is $0.000125.

4. Each share of Class B Ordinary Shares is convertible at the option of the Reporting Person into one share of Class A Ordinary Shares and has no expiration date.

5. Shares are held of record by Genius Hub Limited ("Genius Hub"), an entity wholly owned and controlled by Coastal Hero Limited, a company incorporated under the laws of the British Virgin Islands ("CHL"). CHL is controlled by Genesis Trust ("Trust"), a trust established under the laws of the Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Dong is the settlor of the Trust, and Mr. Dong and his family members are the Trust's beneficiaries. Under the terms of the Trust, Mr. Dong may be deemed to have the voting and dispositive power over the Issuer's shares held by the Genius Hub. The Reporting Person disclaims beneficial ownership of the securities held by he Genius Hub except to the extent of his pecuniary interest therein.

	/s/ Jun Dong	03/16/2026
	** 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).
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FAQ

What does Dong Jun’s Form 3 filing for JF disclose?

The filing discloses Dong Jun’s initial beneficial ownership in J & Friends Holdings Ltd, including direct options and indirect shareholdings through entities he controls or is associated with, without reporting any new purchases or sales of shares.

How many share options does Dong Jun report in JF?

Dong Jun reports a share option over 1,560,000 Class A Ordinary Shares. All option shares are vested and exercisable at an exercise price of $0.000125 per share, with an expiration date of July 1, 2028, reflecting a long-dated incentive position.

What indirect holdings in JF are reported through Flamel Enterprises Ltd?

Flamel Enterprises Ltd holds 9,948,795 Class B Ordinary Shares of J & Friends Holdings Ltd. Dong Jun is the sole director, officer, and shareholder of Flamel, giving him sole voting and dispositive power over these shares, which are convertible into Class A Ordinary Shares on a one-for-one basis.

How are Genius Hub Limited and the trust structure involved in JF ownership?

Genius Hub Limited holds additional shares and is wholly owned and controlled by Coastal Hero Limited, itself controlled by a Cayman trust for which Dong Jun is settlor and beneficiary. He may be deemed to have voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest.

Are JF Class B Ordinary Shares convertible into Class A Ordinary Shares?

Each Class B Ordinary Share is convertible, at Dong Jun’s option, into one Class A Ordinary Share and has no expiration date. This structure links the economic exposure of Class B holdings directly to Class A Ordinary Shares if conversion is elected in the future.

Does Dong Jun’s Form 3 for JF report any recent share transactions?

The Form 3 does not report any recent purchases, sales, or exercises. It records existing positions, including vested options and indirect shareholdings, serving as an initial snapshot of Dong Jun’s beneficial ownership at the time he became a reporting insider.