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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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Yuanbao Inc. (Name of Issuer) |
Class A Ordinary Shares, par value of US$0.0001 per share (Title of Class of Securities) |
987910106 (CUSIP Number) |
06/30/2025 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Rui Fang | ||||||||
| 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: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
108,230,475.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
38.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
For Ring 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: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,132,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 987910106 |
| 1 | Names of Reporting Persons
Global Running Lion 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: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,802,125.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Yuanbao Inc. | |
| (b) | Address of issuer's principal executive offices:
Building 2, No.8 Beichen West Road Chaoyang District Beijing, China, 100101 | |
| Item 2. | ||
| (a) | Name of person filing:
Rui Fang
For Ring Limited
Global Running Lion Limited | |
| (b) | Address or principal business office or, if none, residence:
Rui Fang
Building 2, No.8 Beichen West Road
Chaoyang District, Beijing, 100101
People's Republic of China
For Ring Limited
Craigmuir Chambers, Road Town
Tortola, VG 1110
British Virgin Islands
Global Running Lion Limited
Craigmuir Chambers, Road Town
Tortola, VG 1110
British Virgin Islands | |
| (c) | Citizenship:
Rui Fang-People's Republic of China
For Ring Limited-British Virgin Island
Global Running Lion Limited-British Virgin Island | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value of US$0.0001 per share | |
| (e) | CUSIP No.:
987910106 | |
| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Rui Fang: 108,230,475 ordinary shares (including (i) 21,802,125 Class A ordinary shares with respect to Global Running Lion Limited, over which Mr. Rui Fang exercises the voting power as the proxy and attorney-in-fact, (ii) 82,132,500 Class B ordinary shares held by For Ring Limited, wholly owned by an entity wholly controlled by Mr. Rui Fang and a family trust of Mr. Rui Fang, and (iii) 4,295,850 Class A ordinary shares that Mr. Rui Fang has the right to acquire upon exercise of the options within 60 days)
For Ring Limited: 82,132,500 Class B ordinary shares
Global Running Lion Limited: 21,802,125 Class A ordinary shares | |
| (b) | Percent of class:
Rui Fang: 38.5%
For Ring Limited: 29.7%
Global Running Lion Limited: 7.9%
Note: Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the Reporting Persons. The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 276,481,206 issued and outstanding ordinary shares (consisting of 194,348,706 Class A ordinary shares and 82,132,500 Class B ordinary shares) of the issuer as of August 12, 2025 as a single class. Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. In computing the percentage ownership of the Reporting Persons, we have included, where applicable, shares that the Reporting Persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after August 12, 2025. %
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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:
Rui Fang: 108,230,475 ordinary shares (including (i) 21,802,125 Class A ordinary shares with respect to Global Running Lion Limited, over which Mr. Rui Fang exercises the voting power as the proxy and attorney-in-fact, (ii) 82,132,500 Class B ordinary shares held by For Ring Limited, wholly owned by an entity wholly controlled by Mr. Rui Fang and a family trust of Mr. Rui Fang, and (iii) 4,295,850 Class A ordinary shares that Mr. Rui Fang has the right to acquire upon exercise of the options within 60 days)
For Ring Limited: 82,132,500 Class B ordinary shares
Global Running Lion Limited: 21,802,125 Class A ordinary shares | ||
| (ii) Shared power to vote or to direct the vote:
Rui Fang: 0
For Ring Limited: 0
Global Running Lion Limited: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Rui Fang: 88,528,350 ordinary shares (including (i) 2,100,000 Class A ordinary shares with respect to Global Running Lion Limited, which is 9.6% beneficially owned by Mr. Rui Fang, (ii) 82,132,500 Class B Ordinary Shares held by For Ring Limited, wholly owned by an entity wholly controlled by Mr. Rui Fang and a family trust of Mr. Rui Fang, and (iii) 4,295,850 Class A Ordinary Shares that Mr. Rui Fang has the right to acquire upon exercise of the options within 60 days)
For Ring Limited: 82,132,500 Class B ordinary shares
Global Running Lion Limited: 21,802,125 Class A ordinary shares
Note: Global Running Lion Limited is 32.6% beneficially owned by Ms. Ying Li, 28.9% beneficially owned by Mr. Bo Wang, 28.9% beneficially owned by Ms. Shuli Sun and 9.6% beneficially owned by Mr. Rui Fang. Mr. Rui Fang acts as the sole director and owns 100% of the voting power of Global Running Lion Limited. Each of the shareholders of Global Running Lion Limited holds dispositive power with respect to the Class A Ordinary Shares beneficially owned by him or her, as applicable, in proportion to his or her respective equity interests in Global Running Lion Limited. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Rui Fang: 0
For Ring Limited: 0
Global Running Lion Limited: 0 | ||
| 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 dated August 12, 2025, by and among the Reporting Persons |