Filing Details

Accession Number:
0001213900-25-042664
Form Type:
13D Filing
Publication Date:
2025-05-12 20:00:00
Filed By:
Golden Stream Ltd.
Company:
Xchange Tec.inc
Filing Date:
2025-05-13
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Golden Stream Ltd. 11,863,927,890 0 11,863,927,890 0 11,863,927,890 9.59%
Yong Zhang 11,863,927,890 0 11,863,927,890 0 11,863,927,890 9.59%
Filing





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. Checkbox not checked

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



Comment for Type of Reporting Person:
1. Represents 11,863,927,890 Class B ordinary shares, par value $0.0000001 per share ("Class B Ordinary Shares") (the "Shares") directly held by Golden Stream Ltd. ("Golden Stream"). Mr. Yong Zhang is the current sole shareholder and sole director of Golden Stream. As disclosed in the Schedule 13D amendment filed by Golden Stream on October 29, 2024, on June 6, 2024, the Issuer adopted an equity incentive plan (the "2024 Plan") and issued thereunder 6,142,789,000,000 Class B Ordinary Shares to Golden Stream, pursuant to which Golden Stream owned a total of 6,392,789,000,000 Class B Ordinary Shares, par value $0.0000001 per share, which became 63,927,890 Class B Ordinary Shares, par value $0.0000001 per share, effective May 9, 2025 as a result of the proposed share consolidation, capital reduction, and share subdivision as disclosed in the report on Form 6-K filed by the Issuer on February 5, 2025. On May 9, 2025, the Issuer adopted an equity incentive plan (the "2025 Plan") and issued thereunder 11,800,000,000 Class B Ordinary Shares to Golden Stream, pursuant to which Golden Stream owns a total of 11,863,927,890 Class B Ordinary Shares, par value $0.0000001. Golden Stream holds the Shares underlying the share-based awards pursuant to the 2024 Plan and the 2025 Plan and will act upon the instructions of a senior management committee of the Issuer consisting of Yong Zhang and Jiaxing Chang determined on a unanimous basis in relation to the voting and, prior to the vesting of the Shares to the relevant grantee of the share-based awards the Company may grant under the 2024 and/or the 2025 Plan, the disposition of the Shares. According to the Sixth Amended and Restated Articles of the Issuer, each Class B ordinary share is convertible into one (1) Class A ordinary share (the Class A ordinary shares and Class B Ordinary Shares, together as the "Ordinary Shares") at any time by the holder thereof. 2. This percentage is calculated using 123,715,022,675 Ordinary Shares as the denominator, which is the sum of total 111,851,094,785 Class A Ordinary Shares and 11,863,927,890 Class B ordinary shares outstanding as of May 9, 2025, as derived from the Issuer's corporate records. Each of the Issuer's Class B Ordinary Shares has 10 votes per share, and each of the Issuer's Class A Ordinary Shares has 1 vote per share. As such, Golden Stream Ltd. has 51.47% of the Issuer's total voting power.


SCHEDULE 13D



Comment for Type of Reporting Person:
1. Represents 11,863,927,890 Class B Ordinary Shares directly held by Golden Stream. Mr. Yong Zhang is the current sole shareholder and sole director of Golden Stream. Refer to footnote 1 at page 2 above for more information. 2. This percentage is calculated using 123,715,022,675 Ordinary Shares as the denominator, which is the sum of total 111,851,094,785 Class A Ordinary Shares and 11,863,927,890 Class B Ordinary Shares outstanding as of May 9, 2025, as derived from the Issuer's corporate records. Each of the Issuer's Class B Ordinary Shares has 10 votes per share, and each of the Issuer's Class A Ordinary Shares has 1 vote per share. As such, Golden Stream Ltd. has 51.47% of the Issuer's total voting power.


SCHEDULE 13D

 
Golden Stream Ltd.
 
Signature:/s/ Yong Zhang
Name/Title:Yong Zhang/Director
Date:05/13/2025
 
Yong Zhang
 
Signature:/s/ Yong Zhang
Name/Title:Yong Zhang
Date:05/13/2025