XYF Schedule 13D/A: Yue Tang Discloses 45.75% Stake and $15.15 ADS Buy

Rhea-AI Filing Summary

Schedule 13D/A discloses that Mr. Yue Tang and related entities beneficially own 112,219,666 ordinary shares, representing 45.75% of the company on a fully‑converted basis. This ownership includes 97,600,000 Class B shares held by Mangrove Coast Investment Limited, which are convertible one‑for‑one into Class A shares and carry 20 votes per share, while Class A shares carry one vote per share.

During the September 2025 window period, Mr. Tang acquired 2,100,000 Class A shares in a private transaction at approximately $2.53 per share (about $15.15 per ADS). The reporting persons state the shares were acquired for investment purposes and reserve the right to buy or sell additional securities in compliance with applicable laws.

Positive

• Significant disclosed ownership: Reporting persons beneficially own 45.75% on a fully converted basis, providing clear transparency of control.
• Insider acquisition disclosed: Mr. Yue Tang purchased 2,100,000 Class A shares in a private transaction at approximately $2.53 per share (about $15.15 per ADS), showing continued investment by insiders.

Negative

• Concentrated voting control: 97,600,000 Class B shares carry 20 votes per share, creating substantial control concentration that limits influence of other shareholders.
• Potential control risk: The reporting persons reserve the right to acquire or dispose of additional securities, which could materially change ownership or control without further detail.

Insights

Corporate Governance Expert

TL;DR: Large insider ownership and super‑voting Class B shares concentrate control, materially affecting shareholder governance dynamics.

The filing shows combined beneficial ownership of 45.75% on a fully converted basis, driven by 97.6 million Class B shares with 20 votes each. That structure gives the reporting persons de facto control over voting outcomes despite not owning a majority of economic interest in Class A shares. The private acquisition of 2.1 million Class A shares at $2.53 per share is modest in size but signals continued insider accumulation. For governance, this concentration means minority shareholders have limited influence on corporate governance matters; any change in intentions by the reporting persons could materially affect control and strategic direction.

Securities/Investor Relations Analyst

TL;DR: Insider increased stake via private purchase; reporting is routine but significant due to high beneficial ownership and voting power.

The Schedule 13D/A discloses a private purchase of 2.1 million Class A shares for investment at roughly $2.53 per share, equivalent to $15.15 per ADS. The aggregated beneficial ownership of 112.22 million shares (45.75% on a converted basis) is material and must be considered by investors when evaluating potential control risks and liquidity of free float. The filing states an investment intent and reserves flexibility to buy or sell, which is standard disclosure language. No litigation or other contingent actions are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

X Financial

(Name of Issuer)

Each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

98372W103

(CUSIP Number)

Yue Tang
7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST
SHENZHEN, F4, 518067
86-0755-86282977

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98372W103

1

Name of reporting person

Mangrove Coast Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 97,600,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 97,600,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

97,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.79 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Calculated based on 245,300,795 ordinary shares issued and outstanding as of June 30, 2025, being the sum of (i) 147,700,795 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP No. 98372W103

1

Name of reporting person

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 97,600,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 97,600,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

97,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.79 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Represents 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Calculated based on 245,300,795 ordinary shares issued and outstanding as of June 30, 2025, being the sum of (i) 147,700,795 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP No. 98372W103

1

Name of reporting person

Purple Mountain Holding Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,068,241.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,068,241.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,068,241.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.66 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue Tang. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Calculated based on 245,300,795 ordinary shares issued and outstanding as of June 30, 2025, being the sum of (i) 147,700,795 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

CUSIP No. 98372W103

1

Name of reporting person

Yue Tang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,219,666.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,219,666.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,219,666.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.75 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents (i) 4,647,780 Class A ordinary shares in form of 774,630 ADS and 5,903,645 Class A ordinary shares held by Yue Tang, (ii) 1,548,714 Class A ordinary shares in the form of 258,119 ADSs and 2,519,527 Class A ordinary shares held by Purple Mountain Holding Ltd., a British Virgin Islands company, and (iii) 97,600,000 Class B ordinary shares held by Mangrove Coast Investment Limited, a British Virgin Islands company. Purple Mountain Holding Ltd. is wholly owned by Mr. Yue Tang. Mangrove Coast Investment Limited is wholly owned by Mangrove Coast Trust, of which Mr. Yue Tang and his family members are the beneficiaries. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. (2) Calculated based on 245,300,795 ordinary shares issued and outstanding as of June 30, 2025, being the sum of (i) 147,700,795 Class A ordinary shares and (ii) 97,600,000 Class B ordinary shares, assuming conversion of all Class B ordinary shares into Class A ordinary share on a one-for-one basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Each ADS represents six Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share
(b)	Name of Issuer: X Financial
(c)	Address of Issuer's Principal Executive Offices: 7-8F,BLOCK A,AEROSPACE SCIENCE&TECH PLZ, NO. 168 HAIDE THIRD AVENUE, NANSHAN DIST, SHENZHEN, CHINA , 518067.
Item 3.	Source and Amount of Funds or Other Consideration
	During the window period in September 2025, Mr. Yue Tang acquired 2,100,000 Class A ordinary shares from another shareholder in a private transaction at a price of approximately $2.53 per share (equivalent to approximately US$15.15 per American Depositary Share, or "ADS").
Item 4.	Purpose of Transaction
	The information furnished in Item 3 is hereby incorporated into this Item 4 by reference. The Reporting Persons acquired the Class A ordinary shares of the Issuer reported herein for investment purposes. Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, the Reporting Persons intend to review the investment on a regular basis and, as a result thereof and subject to applicable laws and regulations, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Company, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Company owned by the Reporting Persons in the open market, in privately negotiated transactions or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to a course of action (as well as to the specific elements thereof), the Reporting Persons currently expect to take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(b)	The responses in items (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated into this Item 5 by reference.
(c)	The Reporting Persons have not effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days, except as otherwise disclosed in this Schedule 13D.

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.

Mangrove Coast Investment Limited

Signature:	/s/ Yue Tang
Name/Title:	Yue Tang/ Director
Date:	09/04/2025

Rhone Trustees (Bahamas) Ltd. as trustee of the Mangrove Coast Trust

Signature:	/s/ Keisha Cleare
Name/Title:	Keisha Cleare/ Authorised Signatory of Trustee
Date:	09/04/2025

Signature:	/s/ Camryn Bonamy
Name/Title:	Camryn Bonamy/ Authorised Signatory of Trustee
Date:	09/04/2025

Purple Mountain Holding Ltd.

Signature:	/s/ Yue Tang
Name/Title:	Yue Tang/ Director
Date:	09/04/2025

Yue Tang

Signature:	/s/ Yue Tang
Name/Title:	Yue Tang
Date:	09/04/2025

FAQ

What stake does Yue Tang and affiliates report in X Financial (XYF)?

The filing reports beneficial ownership of 112,219,666 shares, representing 45.75% on a fully converted basis.

How many Class B shares does Mangrove Coast Investment Limited hold?

Mangrove Coast Investment Limited holds 97,600,000 Class B ordinary shares which are convertible one‑for‑one into Class A shares.

What voting rights do Class B shares carry according to the filing?

Each Class B ordinary share is entitled to 20 votes per share; Class A ordinary shares carry one vote per share.

Did the filing disclose any recent purchases by insiders?

Yes. During the September 2025 window period, Mr. Yue Tang acquired 2,100,000 Class A shares in a private transaction at approximately $2.53 per share ($15.15 per ADS).

What is the stated purpose of the reported transaction?

The reporting persons state the shares were acquired for investment purposes and reserve the right to buy or sell additional securities in compliance with law.