Form SCHEDULE 13G DSC Holdings Ltd. Filed by: API (Hong Kong) Investment Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
DSC Holdings Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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
|
| CUSIP No. |
| 1 | Names of Reporting Persons
API (Hong Kong) Investment 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
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
88,188,400.00 | ||||||||
| 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)
13.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 88,188,400 Class A ordinary shares held by API (Hong Kong) Investment Limited, a limited liability company incorporated in Hong Kong.
(2) For row 11: The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Ant Group Co., Ltd. | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
123,482,500.00 | ||||||||
| 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)
18.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents: (i) 88,188,400 Class A ordinary shares held by API (Hong Kong) Investment Limited, a limited liability company incorporated in Hong Kong. API (Hong Kong) Investment Limited is wholly owned by Shanghai Yunju Venture Capital Co., Ltd., a limited liability company incorporated in the PRC, which in turn is wholly owned by Ant Group Co., Ltd., a limited liability company incorporated in the PRC, and (ii) 1,764,705 ADSs held by Prospera Investment (Singapore) Pte. Ltd., a private company limited by shares incorporated in Singapore, each ADS representing 20 Class A ordinary shares. Prospera Investment (Singapore) Pte. Ltd. is wholly owned by Tianjin Ninghui Management Consulting Co., Ltd., a limited liability company incorporated in the PRC, which is in turn wholly owned by Ant Group Co., Ltd.
Ant Group Co., Ltd.'s board consists of nine individuals, namely Xiandong JING, Xinyi HAN, Joe TSAI, Toby Hong XU, Laura May-Lung CHA, Hongjiang ZHANG, Chong-En BAI, Xiaopeng HE and Patrick TSANG.
(2) For row 11: The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Shanghai Yunju Venture Capital Co., Ltd. | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
88,188,400.00 | ||||||||
| 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)
13.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 88,188,400 Class A ordinary shares held by API (Hong Kong) Investment Limited, a limited liability company incorporated in Hong Kong. API (Hong Kong) Investment Limited is wholly owned by Shanghai Yunju Venture Capital Co., Ltd., a limited liability company incorporated in the PRC.
(2) For row 11: The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Tianjin Ninghui Management Consulting Co., Ltd. | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,294,100.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 1,764,705 ADSs held by Prospera Investment (Singapore) Pte. Ltd., a private company limited by shares incorporated in Singapore, each ADS representing 20 Class A ordinary shares. Prospera Investment (Singapore) Pte. Ltd. is wholly owned by Tianjin Ninghui Management Consulting Co., Ltd.
(2) For row 11: The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Prospera Investment (Singapore) Pte. Ltd. | ||||||||
| 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
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,294,100.00 | ||||||||
| 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)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For rows 5, 7 and 9: Represents 1,764,705 ADSs held by Prospera Investment (Singapore) Pte. Ltd., a private company limited by shares incorporated in Singapore, each ADS representing 20 Class A ordinary shares.
(2) For row 11: The percentage of the class of securities beneficially owned by each reporting person is calculated based on a total of 670,157,244 Class A ordinary shares issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
DSC Holdings Ltd. | |
| (b) | Address of issuer's principal executive offices:
No. 2 Wangjiang North Road, Room 148, Zhongshan Community, Baiyun Street, Jinhua City, F4 322103 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ant Group Co., Ltd. ("Ant Group"), a company organized under the law of the People's Republic of China;
(ii) Shanghai Yunju Venture Capital Co., Ltd. ("Shanghai Yunju"), a company organized under the law of the People's Republic of China and a wholly-owned subsidiary of Ant Group;
(iii) API (Hong Kong) Investment Limited ("API"), a company organized under the law of Hong Kong Special Administrative Region and a wholly-owned subsidiary of Shanghai Yunju;
(iv) Tianjin Ninghui Management Consulting Co., Ltd. ("Tianjin Ninghui"), a company organized under the law of the People's Republic of China and a wholly-owned subsidiary of Ant Group; and
(v) Prospera Investment (Singapore) Pte. Ltd. ("Prospera"), a company organized under the law of Singapore and a wholly-owned subsidiary of Tianjin Ninghui. | |
| (b) | Address or principal business office or, if none, residence:
(i) The address of the principal business office of Ant Group is A Space, No. 569 Xixi Road, Xihu District, Hangzhou, China.
(ii) The address of the principal business office of Shanghai Yunju is S Space, No.447 North NanQuan Road, Pudong District, Shanghai, China.
(iii) The address of the principal business office of API is 23/F, Tower One, Times Square, 1 Matheson ST, Causeway Bay, Hong Kong.
(iv) The address of the registered office of Tianjin Ninghui is Unit 1-1-916, South Zone of Financial and Trade Center, No. 6975 Yazhou Road, China (Tianjin) Pilot Free Trade Zone (Dongjiang Comprehensive Bonded Zone), Tianjin, China.
(v) The address of the principal business office of Prospera is 128 Beach Road, #20-01 Guoco Midtown Office, Singapore. | |
| (c) | Citizenship:
(i) Ant Group - People's Republic of China
(ii) Shanghai Yunju - People's Republic of China
(iii) API - Hong Kong Special Administrative Region
(iv) Tianjin Ninghui - People's Republic of China
(v) Prospera - Singapore | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
| |
| 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:
Ant Group: 123,482,500
Shanghai Yunju: 88,188,400
API: 88,188,400
Tianjin Ninghui: 35,294,100
Prospera: 35,294,100 | |
| (b) | Percent of class:
Ant Group: 18.4%
Shanghai Yunju: 13.2%
API: 13.2%
Tianjin Ninghui: 5.3%
Prospera: 5.3% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Ant Group: 123,482,500
Shanghai Yunju: 88,188,400
API: 88,188,400
Tianjin Ninghui: 35,294,100
Prospera: 35,294,100 | ||
| (ii) Shared power to vote or to direct the vote:
Ant Group: 0
Shanghai Yunju: 0
API: 0
Tianjin Ninghui: 0
Prospera: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Ant Group: 123,482,500
Shanghai Yunju: 88,188,400
API: 88,188,400
Tianjin Ninghui: 35,294,100
Prospera: 35,294,100 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Ant Group: 0
Shanghai Yunju: 0
API: 0
Tianjin Ninghui: 0
Prospera: 0
(1) As of June 30, 2026, API held 88,188,400 of the Issuer's Class A ordinary shares. API is wholly owned by Shanghai Yunju, which is in turn wholly owned by Ant Group. Accordingly, each of Shanghai Yunju and Ant Group may be deemed to beneficially own the 88,188,400 Class A ordinary shares held by API. In addition, Prospera held 1,764,705 ADSs as of June 30, 2026, each ADS representing 20 Class A ordinary shares of the Issuer. Prospera is wholly owned by Tianjin Ninghui, which is in turn wholly owned by Ant Group. Accordingly, each of Tianjin Ninghui and Ant Group may be deemed to beneficially own the 35,294,100 Class A ordinary shares represented by the ADSs held by Prospera.
As a result, Ant Group may be deemed to beneficially own an aggregate of 123,482,500 Class A ordinary shares of the Issuer.
(2) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 670,157,244 Class A ordinary shares of the Issuer issued and outstanding on an as-converted basis immediately after the completion of the offering of the Issuer, as reported in the Issuer's prospectus on Form 424B4 filed with the U.S. Securities and Exchange Commission on June 26, 2026. | ||
| 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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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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