Check the appropriate
box to designate the rule pursuant to which this is filed:
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 87407Q207
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Page
2
of 10
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1
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NAMES OF REPORTING PERSONS
Tianjin Longshun Investment Group Company Limited
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
2,277,386 shares
|
|
6
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|
SHARED VOTING POWER
0 shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
2,277,386 shares
|
|
8
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SHARED DISPOSITIVE POWER
0 shares
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,386
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10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.29%
1
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12
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TYPE OF REPORTING PERSON
CO,OO
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1
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Beneficial ownership percentage is based upon (i) 11,226,025 shares of common stock issued and outstanding as of November 14, 2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018.
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CUSIP NO. 87407Q207
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Page
3
of 10
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1
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NAMES OF REPORTING PERSONS
Tianjin Shun Chao Real Estate Development Corporation Limited
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
|
|
SEC USE ONLY
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4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
6
|
|
SHARED VOTING POWER
2,277,386 shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,277,386 shares
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,386
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.29%
2
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12
|
|
TYPE OF REPORTING PERSON
CO,OO
|
|
1
|
Beneficial
ownership percentage is based upon (i) 11,226,025 shares of common stock issued and outstanding as of November 14,
2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018. Tianjin Shun Chao Real Estate Development
Corporation Limited owns 1.78% equity interest in Tianjin Longshun Investment Group Company Limited.
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CUSIP NO. 87407Q207
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Page
4
of 10
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1
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NAMES OF REPORTING PERSONS
Tianjin Shi Bei Chen Qu Shuang Jie Zhen Sha Zhuang Nong Industrial
and Commercial Corporation Limited
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
6
|
|
SHARED VOTING POWER
2,277,386 shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,277,386 shares
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,386
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.29%
2
|
12
|
|
TYPE OF REPORTING PERSON
CO,OO
|
|
1
|
Beneficial
ownership percentage is based upon (i) 11,226,025 shares of common stock issued and outstanding as of November 14,
2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018. Tianjin Shi Bei Chen Qu Shuang
Jie Zhen Sha Zhuang Nong Industrial and Commercial Corporation Limited owns 98.22% equity interest in Tianjin Longshun Investment
Group Company Limited.
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CUSIP NO. 87407Q207
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Page
5
of 10
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1
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NAMES OF REPORTING PERSONS
Wenjiang Sun
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
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SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
6
|
|
SHARED VOTING POWER
2,277,386 shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,277,386 shares
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,386
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.29%
2
|
12
|
|
TYPE OF REPORTING PERSON
IN,OO
|
|
1
|
Beneficial
ownership percentage is based upon (i) 11,226,025 shares of common stock issued and outstanding as of November 14,
2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018. Tianjin Shun Chao Real Estate Development
Corporation Limited is managed and controlled by Wenjiang Sun.
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CUSIP NO. 87407Q207
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Page
6
of 10
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1
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NAMES OF REPORTING PERSONS
Zhifa Zhao
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
6
|
|
SHARED VOTING POWER
2,277,386 shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
8
|
|
SHARED DISPOSITIVE POWER
2,277,386 shares
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,386
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.29%
2
|
12
|
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TYPE OF REPORTING PERSON
IN,OO
|
|
1
|
Beneficial
ownership percentage is based upon (i) 11,226,025 shares of common stock issued and outstanding as of November 14,
2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018. Tianjin Shi Bei Chen Qu Shuang
Jie Zhen Sha Zhuang Nong Industrial and Commercial Corporation Limited is managed and controlled by Zhifa Zhao.
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CUSIP NO. 87407Q207
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Page
7
of 10
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Item 1.
The name of the issuer is
Takung Art Co., Ltd (“Issuer”)
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b.
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Address of Issuer’s Principal Executive Offices:
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Flat/RM 03-04 20/F Hutchison
House 10 Harcourt Road, Central, Hong Kong
Tel. Number: +852 3158 0977
Item 2.
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a.
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Name of Person Filing:
|
|
b.
|
Address of Principal Business Office:
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Tianjin Longshun Investment Group
Company Limited
Sha Zhuang Cun, Shuang Jie Zhen, Bei Chen
Qu, Tianjin Shi
Citizenship:
The People’s Republic of China
Tianjin Shun Chao Real Estate
Development Corporation Limited
Sha Zhuang Cun, Shuang Jie Zhen,
Bei Chen Qu, Tianjin Shi
Citizenship: The People’s
Republic of China
Tianjin Shi Bei Chen Qu Shuang Jie Zhen Sha Zhuang Nong
Industrial and Commercial Corporation Limited
Sha Zhuang Cun, Shuang Jie Zhen, Bei Chen
Qu, Tianjin Shi
Citizenship: The People’s
Republic of China
Wenjiang Sun
Sha Zhuang Cun, Shuang Jie Zhen,
Bei Chen Qu, Tianjin Shi
Citizenship: The People’s
Republic of China
Zhifa Zhao
Sha Zhuang Cun, Shuang Jie Zhen, Bei Chen
Qu, Tianjin Shi
Citizenship: The People’s
Republic of China
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d.
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Title of Class of Securities:
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Common Stock, $0.001 par
value
87407Q207
CUSIP NO. 87407Q207
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Page
8
of 10
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Item 3.
Not Applicable.
Item 4.
Ownership:
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a.
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Amount Beneficially Owned:
|
As of the close of business on December
18, 2018:
Tianjin Longshun Investment Group Company
Limited, a corporation incorporated under the laws of the People’s Republic of China beneficially owned 2,277,386 shares
of the Issuer’s common stock.
Tianjin Longshun Investment Group Company
Limited has two shareholders, namely Tianjin Shun Chao Real Estate Development Corporation Limited (“Shun Chao”) and
Tianjin Shi Bei Chen Qu Shuang Jie Zhen Sha Zhuang Nong Industrial and Commercial Corporation Limited (“Shuang Jie”),
holding 1.78% and 98.22% equity interests, respectively, in Tianjin Longshun Investment Group Company Limited . These two shareholders
are corporations incorporated under the laws of the People’s Republic of China have sole investment and voting powers over
the shares owned by Tianjin Longshun Investment Group Company Limited in the proportion of their respective shareholdings in Tianjin
Longshun Investment Group Company Limited.
Shun Chao is managed and controlled
Wenjiang Sun (“Sun”) and Shuang Jie is managed and controlled by Zhifa Zhao (“Zhao”), both natural Chinese
citizens. Accordingly, Sun and Zhao may be deemed to have shared voting control and investment discretion over the shares owned
by Shun Chao and Shuang Jie and consequently, the shares owned by Tianjin Longshun Investment Group Company Limited.
The foregoing should not be construed
in and of itself as an admission by Shun Chao, Shuang Jie, Sun or Zhao as to beneficial ownership of the securities owned by Tianjin
Longshun Investment Group Company Limited.
As of the closing of business on December
18, 2018, Sun and Zhao may be deemed to have beneficially owned 2,277,386 shares or 20.29% of the 11,226,025 shares of common stock
issued and outstanding of the Issuer’s Common stock as of December 18, 2018. The number of shares of the Issuer’s common
stock issued and outstanding was determined based on 11,226,025 shares of common stock issued and outstanding as of November 14,
2018, as reported by Issuer in its Form 10-Q for the quarter ended September 30, 2018.
Number
of shares as to which Tianjin Longshun Investment Group Company Limited has:
|
(i)
|
sole
power to vote or to direct the vote of:
2,277,386 shares
|
|
(ii)
|
shared power to vote or to direct the vote of:
0
shares
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
2,277,386 shares
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
0
shares
|
Number
of shares as to which Shun Chao has:
|
(i)
|
sole power to vote or to direct the vote of:
0
shares
|
|
(ii)
|
shared power to vote or to direct the vote of:
2,277,386 shares
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0 shares
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
2,277,386 shares
|
Number
of shares as to which Shuang Jie has:
|
(i)
|
sole power to vote or to direct the vote of:
0
shares
|
|
(ii)
|
shared power to vote or to direct the vote of:
2,277,386 shares
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
shares
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
2,277,386
shares
|
CUSIP NO. 87407Q207
|
Page
9
of 10
|
Number
of shares as to which Sun has:
|
(i)
|
sole power to vote or to direct the vote of:
0
shares
|
|
(ii)
|
shared power to vote or to direct the vote of:
2,277,386 shares
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
shares
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
2,277,386
shares
|
Number of shares as to which
Zhao has:
|
(i)
|
sole power to vote or to direct the vote of:
0
shares
|
|
(ii)
|
shared power to vote or to direct the vote of:
2,277,386 shares
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
shares
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
2,277,386
shares
|
Item 5
Ownership of Five Percent or Less
of Class
: Not Applicable
Item 6
Ownership of More than Five Percent
on Behalf of another Person
: Various persons have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock of the Issuer. No one other person’s interest in the common stock of the
Issuer is more than five percent of the total outstanding common stock.
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
Certification
:
By signing below each of the undersigned
certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under §240.14a-11.
CUSIP NO. 87407Q207
|
Page
10
of 10
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SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement
is true, complete and correct.
Dated: February 26, 2019
Tianjin Longshun Investment Group Company Limited
By:
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/s/ Zhipan Zhao
|
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Its:
|
Legal Representative
|
|
Tianjin Shun Chao Real Estate Development Corporation Limited
By:
|
/s/ Wenjiang Sun
|
|
Its:
|
Legal Representative
|
|
Tianjin Shi Bei Chen Qu Shuang Jie Zhen Sha Zhuang Nong Industrial
and Commercial Corporation Limited
By:
|
/s/ Zhifa Zhao
|
|
Its:
|
Legal Representative
|
|
/s/ Wenjiang Sun
|
|
Wenjiang Sun
|
|
|
|
/s/ Zhifa Zhao
|
|
Zhifa Zhao
|
|