SCHEDULE 13D/A: HongShan Capital Updates Stake in Jianpu Technology, Percentage Ownership Decreases Due to Share Capital Changes

An amendment to Schedule 13D reveals HongShan Capital's beneficial ownership percentage in Jianpu Technology Inc. has decreased to 16.6% due to changes in the issuer's outstanding share count.

Summary

• This document is Amendment No. 1 to the Schedule 13D originally filed on August 10, 2018, by HongShan Capital and its affiliated entities regarding their stake in Jianpu Technology Inc.
• The amendment is filed to reflect a new percentage of beneficial ownership, which has decreased primarily due to an increase in the number of outstanding Class A ordinary shares of the Issuer.
• The reporting persons, including HSG Holding Ltd and Neil Nanpeng Shen, collectively beneficially own 62,337,346 Class A ordinary shares of Jianpu Technology Inc.
• This aggregate ownership represents 16.6% of the Class A ordinary shares outstanding.
• The calculation of the percentage is based on 355,404,775 Class A Ordinary Shares outstanding as of December 31, 2023, 69,370,965 Class B ordinary shares outstanding as of December 31, 2023, the conversion of all Class B shares to Class A shares on April 13, 2025, and the repurchase of 49,595,615 ordinary shares.
• No Reporting Person has been convicted in any criminal proceeding or been a party to a civil proceeding related to securities laws in the last five years.
• The Reporting Persons have not effected any transactions in Jianpu Technology's Ordinary Shares during the past 60 days.

Sentiment

Score: 5

Explanation: The document is a factual and routine regulatory filing (Schedule 13D amendment) reporting a change in beneficial ownership percentage due to the issuer's share capital adjustments. It contains no positive or negative operational or financial news, nor does it signal any activist intent or significant shift in the reporting person's investment strategy. Therefore, it is neutral in sentiment.

Future Outlook

This Schedule 13D amendment does not contain forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership percentage for a significant investor in Jianpu Technology Inc., a company operating in the financial technology sector. It does not provide broader insights into industry trends or competitive landscape, but rather reflects the investor's updated stake in the context of the company's evolving capital structure.

Legal Proceedings

• No Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or other minor offenses) during the last five years.
• No Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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 laws, during the last five years.

Stakeholder Impact

• Shareholders: The decrease in the reporting group's percentage ownership means their relative voting power has slightly diluted due to the increase in the total number of outstanding shares, although their absolute share count remains unchanged. This is a consequence of the Issuer's capital structure changes, which would have been previously disclosed.

Key Dates

Keywords

Jianpu Technology Inc., Schedule 13D, Beneficial Ownership, HongShan Capital, SEC Filing, Class A Ordinary Shares, Share Capital, Investment Funds, Financial Technology