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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Julong Holding Limited (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
G5500K102 (CUSIP Number) |
06/09/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G5500K102 |
| 1 | Names of Reporting Persons
Jiaqi Hu | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000.00 | ||||||||
| 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)
93.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents 10,000,000 Class A ordinary shares, par value of US$0.0001 per share ("Class A ordinary shares") and 10,000,000 Class B ordinary shares, par value of US$0.0001 per share ("Class B ordinary shares") held of record by Datongyi Holding Limited, a British Virgin Islands company, of which (i) 96.0% of the equity interests are held by Qiren Holding Limited, a British Virgin Islands company, which is wholly owned by Hushi Holding Limited, a British Virgin Islands company wholly owned by Mr. Jiaqi Hu, and (ii) 4.0% equity interests are held by Yueshan Holding Limited, a British Virgin Islands company, which is wholly owned by Shishi Holding Limited, a British Virgin Islands company wholly owned by Mr. Mingjian Shi. Mr. Jiaqi Hu is entitled to the voting power pursuant to the acting-in-concert agreement with Mr. Mingjian Shi, effective from May 30, 2025, which provided that, among others, Mr. Mingjian Shi shall take any action, including but not limited to vote, or cause to be voted, all of the shares of any entity of our company held by his or his holding vehicles, or over which he has voting power or control, in accordance with the instructions of Mr. Jiaqi Hu.
Note to Row (11): Percentage is calculated based on the Issuer's 21,448,632 total issued and outstanding Class A ordinary shares (taking into account of 11,448,632 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding immediately after the Issuer's initial public offering of Class A ordinary shares, assuming conversion of the Class B ordinary shares into Class A ordinary shares) as of July 2, 2025, as reported by the Issuer on its final prospectus on Form F-1 filed with the Security and Exchange Commission (the "Commission") on June 28, 2025 in connection with its initial public offering (the "424B4 Prospectus") and its current report on Form 6-K furnished with the Commission on July 2, 2025 in connection with the underwriter's full exercise of over-allotment option thereunder (the "Form 6-K").
SCHEDULE 13G
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| CUSIP No. | G5500K102 |
| 1 | Names of Reporting Persons
Hushi 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000.00 | ||||||||
| 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)
93.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents 10,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares held of record by Datongyi Holding Limited, a British Virgin Islands company, of which (i) 96.0% of the equity interests are held by Qiren Holding Limited, a British Virgin Islands company, which is wholly owned by Hushi Holding Limited, a British Virgin Islands company wholly owned by Mr. Jiaqi Hu, and (ii) 4.0% equity interests are held by Yueshan Holding Limited, a British Virgin Islands company, which is wholly owned by Shishi Holding Limited a British Virgin Islands company wholly owned by Mr. Mingjian Shi. Mr. Jiaqi Hu is entitled to the voting power pursuant to the acting-in-concert agreement with Mr. Mingjian Shi, effective from May 30, 2025, which provided that, among others, Mr. Mingjian Shi shall take any action, including but not limited to vote, or cause to be voted, all of the shares of any entity of our company held by his or his holding vehicles, or over which he has voting power or control, in accordance with the instructions of Mr. Jiaqi Hu.
Note to Row (11): Percentage is calculated based on the Issuer's 21,448,632 total issued and outstanding Class A ordinary shares (taking into account of 11,448,632 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding immediately after the Issuer's initial public offering of Class A ordinary shares, assuming conversion of the Class B ordinary shares into Class A ordinary shares) as of July 2, 2025, as reported by the Issuer on the 424B4 Prospectus and Form 6-K.
SCHEDULE 13G
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| CUSIP No. | G5500K102 |
| 1 | Names of Reporting Persons
Qiren 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000.00 | ||||||||
| 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)
93.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents 10,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares held of record by Datongyi Holding Limited, a British Virgin Islands company, of which (i) 96.0% of the equity interests are held by Qiren Holding Limited, a British Virgin Islands company, which is wholly owned by Hushi Holding Limited, a British Virgin Islands company wholly owned by Mr. Jiaqi Hu, and (ii) 4.0% equity interests are held by Yueshan Holding Limited, a British Virgin Islands company, which is wholly owned by Shishi Holding Limited a British Virgin Islands company wholly owned by Mr. Mingjian Shi. Mr. Jiaqi Hu is entitled to the voting power pursuant to the acting-in-concert agreement with Mr. Mingjian Shi, effective from May 30, 2025, which provided that, among others, Mr. Mingjian Shi shall take any action, including but not limited to vote, or cause to be voted, all of the shares of any entity of our company held by his or his holding vehicles, or over which he has voting power or control, in accordance with the instructions of Mr. Jiaqi Hu.
Note to Row (11): Percentage is calculated based on the Issuer's 21,448,632 total issued and outstanding Class A ordinary shares (taking into account of 11,448,632 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding immediately after the Issuer's initial public offering of Class A ordinary shares, assuming conversion of the Class B ordinary shares into Class A ordinary shares) as of July 2, 2025, as reported by the Issuer on the 424B4 Prospectus and Form 6-K.
SCHEDULE 13G
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| CUSIP No. | G5500K102 |
| 1 | Names of Reporting Persons
Datongyi 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000.00 | ||||||||
| 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)
93.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents 10,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares held of record by Datongyi Holding Limited, a British Virgin Islands company, of which (i) 96.0% of the equity interests are held by Qiren Holding Limited, a British Virgin Islands company, which is wholly owned by Hushi Holding Limited, a British Virgin Islands company wholly owned by Mr. Jiaqi Hu, and (ii) 4.0% equity interests are held by Yueshan Holding Limited, a British Virgin Islands company, which is wholly owned by Shishi Holding Limited a British Virgin Islands company wholly owned by Mr. Mingjian Shi. Mr. Jiaqi Hu is entitled to the voting power pursuant to the acting-in-concert agreement with Mr. Mingjian Shi, effective from May 30, 2025, which provided that, among others, Mr. Mingjian Shi shall take any action, including but not limited to vote, or cause to be voted, all of the shares of any entity of our company held by his or his holding vehicles, or over which he has voting power or control, in accordance with the instructions of Mr. Jiaqi Hu.
Note to Row (11): Percentage is calculated based on the Issuer's 21,448,632 total issued and outstanding Class A ordinary shares (taking into account of 11,448,632 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding immediately after the Issuer's initial public offering of Class A ordinary shares, assuming conversion of the Class B ordinary shares into Class A ordinary shares) as of July 2, 2025, as reported by the Issuer on the 424B4 Prospectus and Form 6-K.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Julong Holding Limited | |
| (b) | Address of issuer's principal executive offices:
Building A, Times Fortune World, No.1 Hangfeng Road, Fengtai District, Beijing, China, 100070 | |
| Item 2. | ||
| (a) | Name of person filing:
Jiaqi Hu
Hushi Holding Limited
Qiren Holding Limited
Datongyi Holding Limited | |
| (b) | Address or principal business office or, if none, residence:
Jiaqi Hu: Room 2009, Building A, Times Fortune World, No.1 Hangfeng Road, Fengtai District, Beijing, China 100070
Hushi Holding Limited: Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands
Qiren Holding Limited: Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands
Datongyi Holding Limited: Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands | |
| (c) | Citizenship:
Jiaqi Hu: People's Republic of China
Hushi Holding Limited: British Virgin Islands
Qiren Holding Limited: British Virgin Islands
Datongyi Holding Limited: British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
G5500K102 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the response to Item 11 on the attached cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Julong Holding Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Date: August 5, 2025
| Jiaqi Hu | ||
| By: | /s/ Jiaqi Hu | |
| Hushi Holding Limited | ||
| By: | /s/ Jiaqi Hu | |
| Name: | Jiaqi Hu | |
| Title: | Director | |
| Qiren Holding Limited | ||
| By: | /s/ Jiaqi Hu | |
| Name: | Jiaqi Hu | |
| Title: | Director | |
| Datongyi Holding Limited | ||
| By: | /s/ Jiaqi Hu | |
| Name: | Jiaqi Hu | |
| Title: | Director | |