Sound Group Inc. (SOGP) CTO details Class A and B stakes

Rhea-AI Filing Summary

Sound Group Inc. Chief Technology Officer Ding Ning filed an initial ownership report. The filing shows stock options covering 1,000 Class A Ordinary Shares at an exercise price of $0.0001 expiring on April 1, 2030, and an indirect holding of 39,000,000 Class B Ordinary Shares through Voice Intelligence Ltd.

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^*

Ding Ning

(Last) (First) (Middle)

108 ROBINSON ROAD

(Street)

SINGAPORE, 068900

(City) (State) (Zip)

SINGAPORE

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Sound Group Inc. [ SOGP ]

3a. Foreign Trading Symbol

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

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 B Ordinary Share	39,000,000	I	By Voice Intelligence Ltd(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
Stock Option (right to buy)	04/01/2021	04/01/2030	Class A Ordinary Share	1,000	$0.0001	D

Explanation of Responses:

1. Voice Intelligence is 5% owned by AI VOICE Ltd., an entity controlled by Mr. Ding Ning, and 95% owned by Voice Tech Ltd. The entire interest of Voice Tech Ltd is held by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Ding Ning as settlor for the benefit of beneficiaries designated by Mr. Ding Ning.

	/s/ Ding Ning	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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* Form 3: SEC 1473 (03-26)

FAQ

What does Sound Group Inc. (SOGP) Form 3 for Ding Ning show?

The Form 3 shows initial beneficial ownership for CTO Ding Ning. He reports stock options over 1,000 Class A Ordinary Shares and an indirect holding of 39,000,000 Class B Ordinary Shares through Voice Intelligence Ltd, reflecting his equity stake at the reporting date.

How many shares does Ding Ning indirectly hold in Sound Group Inc. (SOGP)?

Ding Ning indirectly holds 39,000,000 Class B Ordinary Shares in Sound Group Inc. These shares are held through Voice Intelligence Ltd, which is owned via intermediate entities and a trust structure established by him for designated beneficiaries.

What stock options are reported for Ding Ning in the SOGP Form 3?

The filing reports stock options giving Ding Ning the right to buy 1,000 Class A Ordinary Shares. The options have an exercise price of $0.0001 per share and expire on April 1, 2030, representing a small direct derivative position.

How is Voice Intelligence Ltd related to Ding Ning’s SOGP holdings?

Voice Intelligence Ltd holds Class B Ordinary Shares for the benefit of a trust established by Ding Ning. It is 5% owned by AI VOICE Ltd, controlled by him, and 95% owned by Voice Tech Ltd, whose entire interest is held by a Cayman trustee.

Is Sound Group Inc. (SOGP) Form 3 a buy or sell transaction?

The Form 3 is not a buy or sell report. It is an initial statement of beneficial ownership, listing Ding Ning’s existing stock options and indirect Class B Ordinary Share holdings rather than new open-market purchases or sales.