Texxon Holding Limited received a Schedule 13G reporting significant insider and affiliated ownership of its ordinary shares. Hui Xu may be deemed to beneficially own 15,990,759 ordinary shares, representing 72.08% of the 22,185,000 shares outstanding as of November 18, 2025, primarily through EXCP QQG, EXCP WW, EXCP XCH and EXCP XH Holding Limited and a voting agreement.
Qiangang Qiu may be deemed to beneficially own 5,963,545 shares (26.89%), Wei Wang 6,656,667 shares (30.01%), and Chenhan Xu 3,370,547 shares (15.19%). These parties, through a March 26, 2024 voting agreement, have agreed that if shareholder approval is sought, they will vote their shares in line with Hui Xu’s decision, and acknowledge acting as a group under Section 13(d), while expressly disclaiming beneficial ownership arising solely from that agreement.
Positive
None.
Negative
None.
Insights
Filing shows a concentrated control position via coordinated insiders.
The disclosure indicates that Hui Xu may control 15,990,759 Texxon Holding ordinary shares, or 72.08% of shares outstanding as of November 18, 2025. This position is held through several British Virgin Islands entities and coordinated with other major holders, rather than through a single direct position.
A March 26, 2024 voting agreement binds other large shareholders to vote in line with Hui Xu on corporate matters requiring shareholder approval. The parties acknowledge acting as a "group" under Section 13(d) while expressly disclaiming beneficial ownership that arises solely from the agreement. This structure suggests that practical voting power is highly concentrated, and future proxy matters would likely reflect this alignment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Texxon Holding Limited
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8772G106
(CUSIP Number)
09/30/2025
(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.
G8772G106
1
Names of Reporting Persons
EXCP QQG Holding 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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,963,545.00
7
Sole Dispositive Power
5,963,545.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,963,545.00
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)
26.89 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The 5,963,545 ordinary shares referred to in Rows 6, 7 and 9 represent ordinary shares, par value $0.0001 per share (the "Ordinary Share"), of Texxon Holding Limited (the "Issuer"). EXCP QQG Holding Limited is the record holder of the Ordinary Shares reported herein. Mr. Qiangang Qiu exercises voting and dispositive power over the securities held by EXCP QQG Holding Limited. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
Qiangang Qiu
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
5,963,545.00
7
Sole Dispositive Power
5,963,545.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,963,545.00
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)
26.89 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 5,963,545 Ordinary Shares referred to in Rows 6, 7 and 9 represent Ordinary Shares of the Issuer. EXCP QQG Holding Limited is the record holder of the Ordinary Shares reported herein. Mr. Qiangang Qiu exercises voting and dispositive power over the securities held by EXCP QQG Holding Limited. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
EXCP WW Holding 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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,656,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,656,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,656,667.00
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)
30.01 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The 6,656,667 Ordinary Shares referred to in Rows 6, 8 and 9 represent Ordinary Shares held by record by (i) EXCP WW Holding Limited, and (ii) EXCP XH Holding Limited. Ms. Wei Wang exercises voting and dispositive power over the securities held by EXCP WW Holding Limited. Mr. Hui Xu, the Chief Executive Officer and Chairman of the board of directors of the Issuer, exercises voting and dispositive power over the securities held by EXCP XH Holding Limited. Ms. Wei Wang is the spouse of Mr. Hui Xu, and accordingly each of them is deemed to have beneficial ownership of the shares held by each other, unless any of them disclaims beneficial ownership of those shares. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
Wei Wang
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
6,656,667.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,656,667.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,656,667.00
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)
30.01 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 6,656,667 Ordinary Shares referred to in Rows 6, 8 and 9 represent Ordinary Shares held by record by (i) EXCP WW Holding Limited, and (ii) EXCP XH Holding Limited. Ms. Wei Wang exercises voting and dispositive power over the securities held by EXCP WW Holding Limited. Mr. Hui Xu, the Chief Executive Officer and Chairman of the board of directors of the Issuer, exercises voting and dispositive power over the securities held by EXCP XH Holding Limited. Ms. Wei Wang is the spouse of Mr. Hui Xu, and accordingly each of them is deemed to have beneficial ownership of the shares held by each other, unless any of them disclaims beneficial ownership of those shares. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
EXCP XCH Holding 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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,370,547.00
7
Sole Dispositive Power
3,370,547.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,370,547.00
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)
15.19 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The 3,370,547 Ordinary Shares referred to in Rows 6, 7 and 9 represent Ordinary Shares of the Issuer. EXCP XCH Holding Limited is the record holder of the Ordinary Shares reported herein. Mr. Chenhan Xu exercises voting and dispositive power over the securities held by EXCP XCH Holding Limited. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
Chenhan Xu
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
3,370,547.00
7
Sole Dispositive Power
3,370,547.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,370,547.00
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)
15.19 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 3,370,547 Ordinary Shares referred to in Rows 6, 7 and 9 represent Ordinary Shares of the Issuer. EXCP XCH Holding Limited is the record holder of the Ordinary Shares reported herein. Mr. Chenhan Xu exercises voting and dispositive power over the securities held by EXCP XCH Holding Limited. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
EXCP XH Holding 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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,990,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,990,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,759.00
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)
72.08 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The 15,990,759 Ordinary Shares referred to in Rows 6, 8 and 9 represent Ordinary Shares held by record by (i) EXCP QQG Holding Limited, (ii) EXCP WW Holding Limited, (iii) EXCP XCH Holding Limited, and (iv) EXCP XH Holding Limited. Mr. Qiangang Qiu, Ms. Wei Wang, Mr. Chenhan Xu and Mr. Hui Xu (collectively, the "Voting Agreement Parties") are parties to an acting in concert agreement dated March 26, 2024 (the "Voting Agreement"), pursuant to which, each of the Voting Agreement Parties, other than Mr. Hui Xu, has agreed that if the Issuer seeks shareholder approval of any corporate matters, he or she will vote all the Ordinary Shares he or she beneficially owns in accordance with the action of Mr. Hui Xu. By virtue of the Voting Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a "group" within the meaning of Section 13(d) of the Act with the other Voting Agreement Parties and/or certain of their affiliates. The Reporting Persons expressly disclaim beneficial ownership over any Ordinary Shares that they may be deemed to beneficially own solely by reason of the Voting Agreement. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
CUSIP No.
G8772G106
1
Names of Reporting Persons
Hui Xu
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
15,990,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,990,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,990,759.00
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)
72.08 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 15,990,759 Ordinary Shares referred to in Rows 6, 8 and 9 represent Ordinary Shares held by record by (i) EXCP QQG Holding Limited, (ii) EXCP WW Holding Limited, (iii) EXCP XCH Holding Limited, and (iv) EXCP XH Holding Limited. On March 26, 2024, the Voting Agreement Parties entered into the Voting Agreement, pursuant to which, each of the Voting Agreement Parties, other than Mr. Hui Xu, has agreed that if the Issuer seeks shareholder approval of any corporate matters, he or she will vote all the Ordinary Shares he or she beneficially owns in accordance with the action of Mr. Hui Xu. By virtue of the Voting Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a "group" within the meaning of Section 13(d) of the Act with the other Voting Agreement Parties and/or certain of their affiliates. The Reporting Persons expressly disclaim beneficial ownership over any Ordinary Shares that they may be deemed to beneficially own solely by reason of the Voting Agreement. The percentage in Row 11 is based on 22,185,000 Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Texxon Holding Limited
(b)
Address of issuer's principal executive offices:
709, Block A, 1799 Wuzhong Road, Minhang District, Shanghai, China 200335
Item 2.
(a)
Name of person filing:
(i) EXCP QQG Holding Limited
(ii) Qiangang Qiu
(iii) EXCP WW Holding Limited
(iv) Wei Wang
(v) EXCP XCH Holding Limited
(vi) Chenhan Xu
(vii) EXCP XH Holding Limited
(viii) Hui Xu (each, a "Reporting Person," and collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
The principal business office for all Reporting Persons is 703, Block A, 1799 Wuzhong Road, Minhang District Shanghai, China, 200335
(c)
Citizenship:
Each of EXCP QQG Holding Limited, EXCP WW Holding Limited, EXCP XCH Holding Limited and EXCP XH Holding Limited is a company formed in the British Virgin Islands. Each of Qiangang Qiu, Wei Wang, Chenhan Xu and Hui Xu is a citizen of China.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G8772G106
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:
Mr. Hui Xu may be deemed to beneficially own 15,990,759 Ordinary Shares of the Issuer. Mr. Qiangang Qiu may be deemed to beneficially own 5,963,545 Ordinary Shares of the Issuer. Ms. Wei Wang may be deemed to beneficially own 6,656,667 Ordinary Shares of the Issuer. Mr. Chenhan Xu may be deemed to beneficially own 3,370,547 Ordinary Shares of the Issuer. On March 26, 2024, the Voting Agreement Parties entered into the Voting Agreement, pursuant to which, each of the Voting Agreement Parties, other than Mr. Hui Xu, has agreed that if the Issuer seeks shareholder approval of any corporate matters, he or she will vote all the Ordinary Shares he or she beneficially owns in accordance with the action of Mr. Hui Xu. By virtue of the Voting Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a "group" within the meaning of Section 13(d) of the Act with the other Voting Agreement Parties and/or certain of their affiliates. The Reporting Persons expressly disclaim beneficial ownership over any Ordinary Shares that they may be deemed to beneficially own solely by reason of the Voting Agreement.
(b)
Percent of class:
The 15,990,759 Ordinary Shares beneficially owned by Mr. Hui Xu constitute 72.08% of the total number of Ordinary Shares issued and outstanding as of November 18, 2025, as reported in the Issuer's Annual Report on Form 20-F for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025.
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.
What does the Texxon Holding (NPT) Schedule 13G filing disclose?
It discloses that several related holders, led by Hui Xu, may be deemed to beneficially own and coordinate voting for a large block of Texxon Holding ordinary shares through BVI entities and a voting agreement.
How many Texxon Holding shares may Hui Xu beneficially own according to the filing?
The filing states that Hui Xu may be deemed to beneficially own 15,990,759 ordinary shares of Texxon Holding, representing 72.08% of the ordinary shares outstanding as of November 18, 2025.
Who are the other major Texxon Holding beneficial owners in this Schedule 13G?
The filing reports that Qiangang Qiu may be deemed to beneficially own 5,963,545 shares (26.89%), Wei Wang 6,656,667 shares (30.01%), and Chenhan Xu 3,370,547 shares (15.19%) of Texxon Holding.
What is the voting agreement described in the Texxon Holding Schedule 13G?
On March 26, 2024, the Voting Agreement Parties entered into an agreement under which each, other than Hui Xu, agreed that if Texxon Holding seeks shareholder approval of corporate matters, they will vote all ordinary shares they beneficially own in accordance with Hui Xu’s action.
How many Texxon Holding shares are outstanding for the ownership percentages in this filing?
The percentages are based on 22,185,000 ordinary shares of Texxon Holding issued and outstanding as of November 18, 2025, as reported in the company’s Form 20-F for the year ended June 30, 2025.
Do the reporting persons claim full beneficial ownership of all shares covered by the voting agreement?
The reporting persons acknowledge acting as a group under Section 13(d) due to the voting agreement but expressly disclaim beneficial ownership over any ordinary shares they may be deemed to own solely because of that agreement.
