(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
The information required on 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).
1.
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NAME OF REPORTING PERSON:
Hangzhou Liaison Interactive Information Technology Co., Ltd.
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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.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
12,111,111 (includes warrants to purchase 1,000,000 common shares)
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
12,111,111 (includes warrants to purchase 1,000,000 common shares)
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,111,111
(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1%
(2)
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14.
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TYPE OF REPORTING PERSON
CO
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(1)
Includes
(i) 11,111,111 common shares, par value $0.002731 per share issued and outstanding as of August 18, 2016 and (ii) 1,000,000 common
shares underlying warrants to purchase common shares, which are exercisable within 60 days after the date hereof, in each case
as disclosed in the share purchase agreement, dated as of April 28, 2016 (the “SPA”), by and between the Issuer and
Hangzhou Liaison Interactive Information Technology Co., Ltd. (“the Reporting Person”) and amendment no. 1 to share
purchase agreement, dated June 28, 2016 (the “SPA Amendment No. 1”), by and between the Issuer and the Reporting Person.
(2)
Based
on an aggregate of 18,312,856 common shares, including (i) 6,201,745 common shares issued and outstanding as of April 18, 2016
as disclosed in the SPA and the SPA Amendment No. 1, (ii) 11,111,111 common shares newly issued by the Issuer to the Reporting
Person pursuant to the SPA and the SPA Amendment No. 1, and (iii) 1,000,000 common shares underlying warrants to purchase common
shares, which are exercisable within 60 days after the date hereof by the Reporting Person. Based on the foregoing, the percentage of common shares beneficially owned by the Reporting Person equals 66.1%.
ITEM 1. SECURITY
AND ISSUER
This Schedule 13D (this “Schedule 13D
”) relates to the common shares, par value $0.002731 per share (the “Shares”) of Dehaier Medical Systems Limited,
a British Virgin Islands company (the “Company” or “Issuer”). The Issuer’s principle place of business
is Room 501, 83 Fuxing Road, Haidian District, Beijing 100856, People’s Republic of China.
ITEM 2. IDENTITY
AND BACKGROUND
(a) This
Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
by Hangzhou Liaison Interactive Information Technology Co., Ltd, a company organized under the laws of the People’s Republic
of China (the “Reporting Person”).
(b) The
principle business address and principle executive offices of the Reporting Person is 18/F, Xintu Tower, 451, Wulianwang Street,
Binjiang District, Hangzhou, Zhejiang Province 310051, People’s Republic of China. The name, business address, citizenship
and present principal occupation or employment of each executive officer and each member of the board of directors of the Reporting
Person are set forth on Schedule A hereto and are incorporated herein by reference.
(c) The
principal business of the Reporting Person is research, development and operation of mobile terminal operation systems, middleware
platforms and related applications.
(d) – (e) During
the last five years, none of the Reporting Person nor, to the knowledge of the Reporting Person, any person named in Schedule A
(a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is
subject to 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.
ITEM 3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the share purchase agreement, dated
as of April 28, 2016 (the “SPA”) and amendment no. 1 to share purchase agreement, dated June 28, 2016 (the “SPA
Amendment No. 1”), in each case by and between the Issuer and the Reporting Person, upon the closing on August 18, 2016,
the Reporting Person acquired for an aggregate purchase price of $20,000,000 (i) 11,111,111 Shares newly issued by the Issuer (the
“Issued Shares”) at approximately $1.80 per share and (ii) warrants to purchase 1,000,000 Shares of the Issuer at a
purchase price of $2.20 per share (the “Issued Warrants”) in consideration of the payment by the Reporting Person of
the purchase price. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety
by reference to the SPA and the SPA Amendment No. 1, copies of which are filed as Exhibit 7.01 and Exhibit 7.02 and are incorporated
herein by reference in their entirety.
In connection with the closing under the SPA
and the SPA Amendment No. 1, the Reporting Person funded the purchase price paid to the Issuer under the SPA and the SPA Amendment
No. 1 using the Reporting Person’s working capital. Such funding was made in the form of an equity contribution of $20,000,000
to the Issuer.
The information set forth or incorporated by
reference in Item 5 of this Schedule 13D is hereby incorporated by reference in this Item 3.
ITEM 4. PURPOSE
OF TRANSACTION
The Issuer and the Reporting Person
entered into the SPA on April 28, 2016 and the SPA Amendment No. 1 on June 28, 2016, respectively. Pursuant to the SPA and
the SPA Amendment No. 1, on August 18, 2016, the Reporting Person acquired (i) 11,111,111 Issued Shares (ii) 1,000,000 Issued
Warrants, which are exercisable within 60 days after the date hereof, for an aggregate purchase price of $20,000,000.
The purpose of the transactions
contemplated under the SPA and the SPA Amendment No. 1 is to acquire the Issued Shares and Issued Warrants of the Issuer and
to gain control of the Issuer. The information disclosed in this paragraph and the preceding two paragraphs is qualified in
its entirety by reference to the SPA and the SPA Amendment No. 1, which are incorporated herein by reference in
their entirety.
Item 3 and Item 6 of this Schedule 13D is incorporated
herein by reference.
Other than described in Item 3 and Item 4 above,
the Reporting Person have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a)
through (j) of Item 4 of Schedule 13D. the Reporting Person may, at any time and from time to time, formulate other purposes, plans
or proposals regarding the Issuer, or any other actions that could involve one or more of the types of the transactions that have
one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST
IN SECURITIES OF THE ISSUER
(a) – (b) The following disclosure
is based on an aggregate of 18,312,856 Shares, including (i) 6,201,745 Shares issued and outstanding as of April 28, 2016 as disclosed
in the SPA and the SPA Amendment No. 1, (ii) 11,111,111 Shares newly issued by the Issuer to the Reporting Person pursuant to the
SPA and the SPA Amendment No. 1, and (iii) 1,000,000 Shares issuable underlying warrants to purchase Shares, which are exercisable
within 60 days after the date hereof by the Reporting Person.
Pursuant to Rule 13-d under the Exchange Act,
the Reporting Person may be deemed to beneficially own 12,111,111 Shares, including (i) 11,111,111 Shares and (ii) 1,000,000 Shares
issuable underlying warrant to purchase Shares, which are exercisable within 60 days after the date hereof by the Reporting Person,
and representing 66.1% of the total outstanding Shares of the Issuer as of August 18, 2016. the Reporting Person holds warrants
to acquire from the Issuer 1,000,000 Shares at a purchase price of $2.20 per share. The warrants are exercisable by the Reporting
Person or its designee in whole or in part at any time after the date hereof.
The Reporting Person is the sole party with
voting and dispositive power with regard to the 12,111,111 Shares described under this Schedule 13D.
The information contained on the cover pages
to this Schedule 13D, and Item 2, Item 3, Item 4 and Item 6 of this Schedule 13D are incorporated herein by reference.
(c) To
the best knowledge of the Reporting Person, except as described herein, the Reporting Person has not effected any transaction in
the Shares during the 60-day period prior to the filing of this Schedule 13D.
(d) To
the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e) Not
applicable.
ITEM 6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The descriptions of the SPA under Item 3, Item 4 and Item 5 are
incorporated herein by reference. The summary of certain provisions of such agreements in this Schedule 13D are not intended to
be complete and are qualified in their entirety by reference to the full text of such agreement.
To the best of the knowledge of the Reporting Person, except as
provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not
limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, or the giving or withholding of proxies, between the Reporting Person and any other person, with
respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such securities other than standard default and similar
provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 7.01
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Share Purchase Agreement, by and between the Issuer and
the Reporting Person, dated as of April 28, 2016, incorporated herein by reference to Exhibit 10.1 to the Report on Form 6-K furnished
by the Issuer to the SEC on June 30, 2016.
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Exhibit 7.02
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Amendment No. 1 to Share Purchase Agreement, by and between
the Issuer and the Reporting Person, dated as of June 28, 2016, incorporated herein by reference to Exhibit 10.2 to the Report
on Form 6-K furnished by the Issuer to the SEC on June 30, 2016.
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SIGNATURE
After reasonable inquiry and to the best of
its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2016
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Hangzhou Liaison Interactive
Information Technology Co., Ltd
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By:
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/s/ He Zhitao
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|
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Name:
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He Zhitao
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Title:
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Director
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[Signature Page to Schedule 13D]
Schedule
A
EXECUTIVE OFFICERS AND CONTROL PERSONS OF THE
REPORTING PERSON
The following table set forth the names, citizenship,
and present principal occupation or employment of each director and executive officer of Hangzhou Liaison Interactive Information
Technology Co., Ltd. Unless otherwise noted, the business address for each person listed below is Hangzhou Liaison Interactive
Information Technology Co., Ltd., 18/F, Xintu Tower, 451, Wulianwang Street, Binjiang District, Hangzhou, Zhejiang Province 310051,
People’s Republic of China.
Name
|
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Citizenship
|
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Present Principal Occupation or Employment
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HE Zhitao
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China
|
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Chairman of the Board of Directors and General Manager of the Reporting Person; Chairman of the Board of Directors and General Manager of Beijing Shineng Technology Co., Ltd.; Executive Director of Shenzhen Ailianluo Investment Co., Ltd.
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CHEN Li
|
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China
|
|
Director and Vice General Manager of the Reporting Person; Director and Vice General Manager of Beijing Shuzi Tianyu Technology Co., Ltd.; Executive Director and General Manager of Shenyang Hongyu Internet Technology Co., Ltd; Executive Director and General Manager of Shanghai Haiyang Software Technology Co., Ltd.; Executive Director and General Manager of Nanjing Jinshouyin Business Services Co., Ltd.
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GUO Jingbo
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China
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Director and Vice General Manger of the Reporting Person; Director and Vice General Manager of Beijing Shuzi Tianyu Technology Co., Ltd.; Director of Shilinglong (Beijing) Techonology Co., Ltd.; Executive Director and General Manager of Shenzhen Kenuotai Technology Co., Ltd.
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LIN Bin
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Canada
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Director of the Reporting Person; Chairman of the Board of Directors of Being Huitu Information Technology Co., Ltd.; Executive Officer of Zhuhai Leading Internet High and New Technology Industries Investment Center (LP).
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DONG Wei
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China
|
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Independent Director of the Reporting Person; General Manager of Shenzhen Pengxuan Investment Management Co., Ltd.; Executive Director and General Manager of Shenzhen Qianhai Pengchen Investment Management Co., Ltd.; Executive Director and General Manager of Shenzhen Qianhai Pengyi Investment Management Co., Ltd.; Director of Guangzhou Interactive Media Technology Co., Ltd.; Director of Wuhan Youxinguang Telecommunications Co., Ltd.; Independent Director of Shenzhen Rihai Communications Technology Co., Ltd.; Independent Director of Shenzhen Pulutong Supply Chain Management Co., Ltd.
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LI Hong
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China
|
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Independent Director of the Reporting Person; Partner of Beijing Yongtuo Accountants, Shenzhen Office; Director of Shenzhen Gangligong Investment Co., Ltd.; Director of Shenzhen Qianhai Gangli No. 1 Investments (LP).
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PAN Bin
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China
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Independent Director of the Reporting Person; General Manager of Shanghai Ruihui Zekun Asset Management Co., Ltd.; Director of Zhejiang Zili Co., Ltd.; Independent Director of Shanghai Yaoji Poker Co., Ltd.; Independent Director of Shenzhen Pulutong Supply Chain Management Co., Ltd.
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LIU Yang
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China
|
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Vice General Manager of the Reporting Person.
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YANG Yingmei
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China
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Chief Financial Officer and Vice General Manager of the Reporting Person; Chief Financial Officer of Beijing Shuzi Tianyu Technology Co., Ltd.
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YU Junhua
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China
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Secretary of the Board of Directors and Vice General Manager of the Reporting Person; Director of Shanghai Apollo Machinery Co., Ltd.; Independent Director of Hanghzou Fusite Photovoltaic Co., Ltd.
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