0001213900-26-054460.txt : 20260511 0001213900-26-054460.hdr.sgml : 20260511 20260511160107 ACCESSION NUMBER: 0001213900-26-054460 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20260511 DATE AS OF CHANGE: 20260511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNFinance Holdings Ltd. CENTRAL INDEX KEY: 0001733868 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90900 FILM NUMBER: 26962984 BUSINESS ADDRESS: STREET 1: 22/F, SOUTH FINANCE CTR, NO. 6 WUHENG RD STREET 2: TIANHE DISTRICT, GUANGZHOU CITY CITY: GUANGDONG PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 86-020-62316688 MAIL ADDRESS: STREET 1: 22/F, SOUTH FINANCE CTR, NO. 6 WUHENG RD STREET 2: TIANHE DISTRICT, GUANGZHOU CITY CITY: GUANGDONG PROVINCE STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zhai Bin CENTRAL INDEX KEY: 0001767822 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D MAIL ADDRESS: STREET 1: 44/F, TOWER G, NO. 16 ZHUJIANG DONG ROAD STREET 2: TIANHE DISTRICT, GUANGZHOU CITY CITY: GUANGDONG PROVINCE STATE: F4 ZIP: 510620 SCHEDULE 13D 1 primary_doc.xml X0202 SCHEDULE 13D 0001767822 XXXXXXXX LIVE Class A Ordinary Shares, par value US$0.0001 per share 05/06/2026 false 0001733868 18979T105 CNFinance Holdings Ltd.
22/F, South Finance Center No.7 Chunrong Road Tianhe District Guangzhou F4 510620
Kylin Investment Holdings Ltd (86)(20)62316688 c/o Bin Zhai, 22/F, South Finance Center No.7 Chunrong Road, Tianhe District Guangzhou F4 510620 Bin Zhai (86)(20)62316688 22/F, South Finance Center No.7 Chunrong Road, Tianhe District Guangzhou F4 510620 Y Kylin Investment Holdings Limited WC N D8 2243949380.00 0.00 2243949380.00 0.00 2243949380.00 N 66.55 CO Note to Row 7, 9, 11: Represents 243,949,380 Class A ordinary shares and 2,000,000,000 Class B ordinary shares directly held by Kylin Investment Holdings Ltd. Note to Row 13: The percentage calculation is based on 3,371,643,240 ordinary shares, including 1,371,643,240 Class A ordinary shares and 2,000,000,000 Class B ordinary shares, of the Issuer outstanding as of May 6, 2026. 0001767822 N Bin Zhai OO N F4 40000000.00 2243949380.00 40000000.00 2243949380.00 2283949380.00 N 66.95 IN Note to Row 11: Includes (i) 40,000,000 Class A ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of May 6, 2026 upon exercise of outstanding options granted by the Issuer and (ii) 243,949,380 Class A ordinary shares and 2,000,000,000 Class B ordinary shares directly held by Kylin Investment Holdings Limited. Mr. Bin Zhai holds 50% of the total outstanding shares of Kylin Investment Holdings Limited and serves as its sole director. As a result, Mr. Zhai may be deemed to have the power to direct voting and disposition of the 2,243,949,380 ordinary shares held by Kylin Investment Holdings Limited. Note to Row 13: The ownership percentage above is calculated based on 3,371,643,240 ordinary shares, including 1,371,643,240 Class A ordinary shares and 2,000,000,000 Class B ordinary shares, of the Issuer outstanding as of May 6, 2026, and 40,000,000 Class A ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of May 6, 2026 upon exercise of outstanding options granted by the Issuer. Class A Ordinary Shares, par value US$0.0001 per share CNFinance Holdings Ltd. 22/F, South Finance Center No.7 Chunrong Road Tianhe District Guangzhou F4 510620 This statement on Schedule 13D is being jointly filed by Kylin Investment Holdings Limited and Bin Zhai (the "Reporting Persons"). The registered address of Kylin Investment Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The address of Bin Zhai is 22/F, South Finance Center, No.7 Chunrong Road, Tianhe District, Guangzhou City, Guangdong Province, People's Republic of China. Bin Zhai is Chairman and Chief Executive Officer of the Issuer. He also serves as a Director of Kylin Investment Holdings Limited, which is a limited liability company without any substantive operations. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. Kylin Investment Holdings Limited is exempt company with limited liability incorporated under the laws of British Virgin Island. Bin Zhai is a citizen of People's Republic of China. The information set forth in Item 4, Item 5 and Item 6 is hereby incorporated by reference into this Item 3. The aggregate consideration for the acquisition of Ordinary Shares described in Item 5 was US$200,000. The transaction was funded by Kylin Investment Holdings Limited with its working capital. The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the Ordinary Shares, conditions in the securities markets, and general economic and industry conditions. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to their investment in the Ordinary Shares. The Reporting Person expects that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. The responses of each of the Reporting Persons to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. On April 15, 2026, Kylin Investment Holdings Limited entered into a Share Application Form (the "Form") with the Issuer, pursuant to which Kylin Investment Holdings Limited agreed to subscribe for, and the Issuer agreed to issue and sell to Kylin Investment Holdings Limited, 2,000,000,000 Class B ordinary shares, for a total consideration of US$200,000 (the "Transaction"). The Transaction was completed on May 6, 2026. Upon closing of the Transaction, Kylin Investment Holdings Limited beneficially owns 243,949,380 Class A ordinary shares and 2,000,000,000 Class B ordinary shares of the Issuer. Kylin Investment Holdings Limited is 50% owned by Bin Zhai who also serves as its sole director. Consequently, Bin Zhai may be deemed to beneficially own the Ordinary Shares held by Kylin Investment Holdings Limited. The following table sets forth the aggregate beneficial ownership of the Reporting Persons following the Transaction: Kylin Investment Holdings Limited Class A Ordinary Shares 243,949,380 Class B Ordinary Shares 2,000,000,000 % of Beneficially Ownership (1) 66.55% % of Aggregate Voting Power (1) 97.27% Bin Zhai Class A Ordinary Shares 283,949,380 Class B Ordinary Shares 2,000,000,000 % of Beneficially Ownership (1) 66.95% % of Aggregate Voting Power (1) 97.28% Note (1): The percentage of beneficial ownership of Kylin Investment Holdings Limited is based on 3,371,643,240 ordinary shares, including 1,371,643,240 Class A ordinary shares and 2,000,000,000 Class B ordinary shares, of the Issuer outstanding as of May 6, 2026. The percentage of beneficial ownership of Bin Zhai is based on 3,411,643,240 ordinary shares, including 1,371,643,240 Class A ordinary shares, 2,000,000,000 Class B ordinary shares, and 40,000,000 Class A ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of May 6, 2026 upon exercise of outstanding options granted by the Issuer. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership. Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of our Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (20) votes on any and all matters submitted for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Kylin Investment Holdings Limited has sole voting and dispositive power over 2,243,949,380 ordinary shares, including 243,949,380 Class A ordinary shares and 2,000,000,000 Class B ordinary shares, of the Issuer reported in this Schedule 13D. Mr. Bin Zhai has shared voting and dispositive power over 2,243,949,380 ordinary shares of the Issuer directly held by Kylin Investment Holdings Limited and has sole voting and dispositive power over 40,000,000 Class A ordinary shares which may be acquired by Mr. Bin Zhai within 60 days of May 6, 2026 upon exercise of outstanding options granted by the Issuer. During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons has effected any transactions in the Ordinary Shares except as reported herein. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares. Not applicable. The information set forth in Item 3, Item 4, Item 5 and Item 7 of this Schedule 13D is incorporated by reference. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Exhibit 1: Joint Filing Agreement dated May 11, 2026 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of Kylin Investment Holdings Limited (filed herewith) Exhibit 3: Share Application Form, dated April 15, 2026, by Kylin Investment Holdings Limited. Kylin Investment Holdings Limited /s/ Bin Zhai Bin Zhai /Director 05/11/2026 Bin Zhai /s/ Bin Zhai Bin Zhai 05/11/2026 EX-99.1 2 ea029007501ex-1.htm JOINT FILING AGREEMENT DATED MAY 11, 2026 BY AND BETWEEN THE REPORTING PERSONS

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share, of CNFinance Holdings Limited.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]  

 

 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 11, 2026.

 

  Kylin Investment Holdings Limited
   
  By: /s/ Bin Zhai
    Name:  Bin Zhai
    Title: Director 

  

  Bin Zhai
   
  /s/ Bin Zhai

 

 

 EX-99.2 3 ea029007501ex-2.htm LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF KYLIN INVESTMENT HOLDINGS LIMITED

Exhibit 2

 

DIRECTORS AND EXECUTIVE OFFICERS OF KYLIN INVESTMENT HOLDINGS LIMITED

 

The name, business address, present principal employment and citizenship of the sole director of Kylin Investment Holdings Limited are set forth below.

 

Name   Business Address   Present Principal
Employment		   Citizenship
Bin Zhai   22/F, South Finance Center, No.7 Chunrong Road, Tianhe District, Guangzhou City, Guangdong Province, People’s Republic of China   Director of Kylin Investment
Holdings Limited		   People’s Republic of China

 

Kylin Investment Holdings Limited is 50% owned by Bin Zhai. Bin Zhai is the sole director of Kylin Investment Holdings Limited. (See above for the information on Bin Zhai.)

 EX-99.3 4 ea029007501ex-3.htm SHARE APPLICATION FORM, DATED APRIL 15, 2026, BY KYLIN INVESTMENT HOLDINGS LIMITED

 Exhibit 3

 

SHARE APPLICATION FORM

 

Date: April 15, 2026

 

Board of Directors

CNFinance Holdings Limited 深泛联控股有限公司

w/o Walkers Corporate Limited

190 Elgin Avenue

George Town, Grand Cayman KY1-9008

Cayman Islands

Dear Directors

CNFinance Holdings Limited 深泛联控股有限公司 (THE “COMPANY”)

 

We agree to subscribe for 2,000,000,000 Class B ordinary shares of nominal or par value of US$0.0001 each in the capital of the Company in accordance with the terms and conditions as set out in the Company’s Articles of Association (the “Shares”), for the aggregate subscription price of US$200,000 (the “Subscription Price”). The Subscription Price shall be paid by us to the Company on the date hereof, or such other date as may be agreed (the “Issue Date”).

 

We hereby request that you allot and issue the Shares to us on the Issue Date, credited as fully paid, and register our name in the register of members of the Company as the holder of the Shares.

 

Kindly confirm your agreement to the provisions of this letter by signing and dating the acknowledgement on the copy which accompanies it.

 

Yours faithfully

  

Bin Zhai

for and on behalf of Kylin Investment Holdings Limited 

   
/s/ Bin Zhai