RLX Technology Inc. reports beneficial ownership updates from a joint filing: Ying (Kate) Wang beneficially owns 793,057,297 shares, representing 51.2% of the combined Class A and Class B share count stated. The filing notes a 19.9% economic interest for Ms. Wang and an economic/ownership split tied to 71,840,780 Class A shares held by BJ BJ Limited and 308,714,990 Class B shares held by Leo Valley Holding Limited.
The schedule discloses acting-in-concert undertakings (Founders' and Minority Shareholders' Acting-In-Concert Undertakings) that allocate voting alignment with Leo Valley Holding Limited. The filing cites an assumed conversion basis using 1,240,225,317 Class A and 308,714,990 Class B shares issued and outstanding as of March 18, 2025.
Positive
None.
Negative
None.
Insights
Large founder-aligned voting bloc and acting-in-concert undertakings concentrate control.
The filing shows 793,057,297 shares tied to Ying (Kate) Wang with 51.2% of the combined class voting calculation. The schedule explicitly describes two acting-in-concert agreements that align several founders and minority shareholders with Leo Valley Holding Limited on shareholder voting.
Dependence on concert party arrangements means shareholder outcomes will largely reflect the coordinated group; subsequent filings may disclose changes in voting arrangements or conversions that affect these percentages.
Disclosure aligns with joint-filing and beneficial-ownership norms under Schedule 13G/A.
The report lists sole voting and dispositive powers by named filers (e.g., Leo Valley Holding Limited: 308,714,990 sole voting and dispositive). It cites the conversion assumption using totals as of March 18, 2025, which anchors the percent calculations.
Filing contains a Joint Filing Agreement (Exhibit 99.1); investors seeking changes to control or dilution should review future amendments and conversion events for updated percentages.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
RLX Technology Inc.
(Name of Issuer)
Class A and Class B ordinary shares, par value of $0.00001 per share
(Title of Class of Securities)
(CUSIP Number)
03/18/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Ying (Kate) 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
793,057,297.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
380,555,770.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
793,057,297.00
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)
51.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Rows 5 and 9 represent (i) 71,840,780 Class A ordinary shares held by BJ BJ Limited, (ii) 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, and (iii) 412,501,527 Class A ordinary shares in which Ms. Ying (Kate) Wang is entitled to the voting power pursuant to the Founders' Acting-In-Concert Undertakings and the Minority Shareholders' Acting-In-Concert Undertakings, respectively (each as defined below).
a) On October 19, 2022, a series of acting-in-concert undertakings (the "Founders' Acting-In- Concert Undertakings") were entered into among RLX Technology Inc., Leo Valley Holding Limited, Ms. Ying (Kate) Wang, on the one hand, and each of Mr. Long (David) Jiang and Longtian Holding Limited, Mr. Yilong Wen and StarryInv Holding Limited, and certain minority shareholders of RLX Technology Inc., on the other hand. Pursuant to the Founders' Acting-In-Concert Undertakings, each of (i) Mr. Long (David) Jiang and Longtian Holding Limited, (ii) Mr. Yilong Wen and StarryInv Holding Limited, and (iii) certain minority shareholders of RLX Technology Inc. agrees to act in concert with, and take the same action as, Leo Valley Holding Limited in relation to all matters that require the decisions of the shareholders of RLX Technology Inc.
b) On December 21, 2023, an acting-in-concert undertakings (the "Minority Shareholders' Acting-In-Concert Undertakings") was entered into among RLX Technology Inc., Leo Valley Holding Limited, Ms. Ying (Kate) Wang, on the one hand, and certain minority shareholders of RLX Technology Inc., on the other hand. Pursuant to the Minority Shareholders' Acting- In-Concert Undertakings, each of the undersigned minority shareholders of the Minority Shareholders' Acting-In-Concert Undertakings agrees to act in concert with, and take the same action as, Leo Valley Holding Limited in relation to all matters that require the decisions of the shareholders of RLX Technology Inc.
Row 7 represents (i) 71,840,780 Class A ordinary shares held by BJ BJ Limited and (ii) 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited. Ms. Ying (Kate) Wang is the sole director of BJ BJ Limited and Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited, on behalf of and for the benefit of The Alpha Trust as the trustee. Ms. Ying (Kate) Wang is the settlor and enforcer of The Alpha Trust, and Ms. Wang and her family members are the trust's beneficiaries.
Row 11 is based on 1,240,225,317 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of March 18, 2025, assuming the conversion of all such Class B ordinary shares into the same number of Class A ordinary shares. Ms. Ying (Kate) Wang's percentage of economic interest is 19.9%, which excludes the economic interest represented by 71,840,780 Class A ordinary shares held by BJ BJ Limited for the purpose of administering share incentive awards under the 2021 share incentive plan ("2021 Plan") to the plan participants.
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Leo Valley 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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
308,714,990.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
308,714,990.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
308,714,990.00
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)
19.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Long (David) Jiang
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
142,797,680.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
142,797,680.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,797,680.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Rows 5, 7 and 9 represent 142,797,680 Class A ordinary shares held by Longtian Holding Limited, a British Virgin Islands company. Mr. Long (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust's beneficiaries.
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Longtian 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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
142,797,680.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
142,797,680.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,797,680.00
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)
9.2 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Yilong Wen
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
93,343,940.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
93,343,940.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
93,343,940.00
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)
6.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Rows 5, 7 and 9 represent 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, a British Virgin Islands company. Mr. Yilong Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX Family Trust. Mr. Yilong Wen and his family members are the trust's beneficiaries.
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
StarryInv 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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
93,343,940.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
93,343,940.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
93,343,940.00
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)
6.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RLX Technology Inc.
(b)
Address of issuer's principal executive offices:
35/F, Pearl Intl Financial Center, No. 9 Jian'an 1st Rd, Fin. St. 3rd Dist., Shenzhen, F4 518100
Item 2.
(a)
Name of person filing:
(1) Ying (Kate) Wang
(2) Leo Valley Holding Limited
(3) Long (David) Jiang
(4) Longtian Holding Limited
(5) Yilong Wen
(6) StarryInv Holding Limited
(b)
Address or principal business office or, if none, residence:
35/F, Pearl International Financial Center, No. 9 Jian'an First Road, Financial Street,
Third District, Bao'an District, Shenzhen, Guangdong Province, People's Republic of China
(c)
Citizenship:
(1) Ying (Kate) Wang - People's Republic of China
(2) Leo Valley Holding Limited - British Virgin Islands
(3) Long (David) Jiang - People's Republic of China
(4) Longtian Holding Limited - British Virgin Islands
(5) Yilong Wen - People's Republic of China
(6) StarryInv Holding Limited - British Virgin Islands
(d)
Title of class of securities:
Class A and Class B ordinary shares, par value of $0.00001 per share
(e)
CUSIP No.:
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:
(1) Ying (Kate) Wang - 793,057,297
(2) Leo Valley Holding Limited - 308,714,990
(3) Long (David) Jiang - 142,797,680
(4) Longtian Holding Limited - 142,797,680
(5) Yilong Wen - 93,343,940
(6) StarryInv Holding Limited - 93,343,940
(b)
Percent of class:
(1) Ying (Kate) Wang - 51.2% (19.9% economic interest)
(2) Leo Valley Holding Limited - 19.9%
(3) Long (David) Jiang - 9.2%
(4) Longtian Holding Limited - 9.2%
(5) Yilong Wen - 6.0%
(6) StarryInv Holding Limited - 6.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Ying (Kate) Wang - 793,057,297
(2) Leo Valley Holding Limited - 308,714,990
(3) Long (David) Jiang - 142,797,680
(4) Longtian Holding Limited - 142,797,680
(5) Yilong Wen - 93,343,940
(6) StarryInv Holding Limited - 93,343,940
(ii) Shared power to vote or to direct the vote:
(1) Ying (Kate) Wang - 0
(2) Leo Valley Holding Limited - 0
(3) Long (David) Jiang - 0
(4) Longtian Holding Limited - 0
(5) Yilong Wen - 0
(6) StarryInv Holding Limited - 0
(iii) Sole power to dispose or to direct the disposition of:
(1) Ying (Kate) Wang - 380,555,770
(2) Leo Valley Holding Limited - 308,714,990
(3) Long (David) Jiang - 142,797,680
(4) Longtian Holding Limited - 142,797,680
(5) Yilong Wen - 93,343,940
(6) StarryInv Holding Limited - 93,343,940
(iv) Shared power to dispose or to direct the disposition of:
(1) Ying (Kate) Wang - 0
(2) Leo Valley Holding Limited - 0
(3) Long (David) Jiang - 0
(4) Longtian Holding Limited - 0
(5) Yilong Wen - 0
(6) StarryInv Holding Limited - 0
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.
