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 Rules 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.
¨
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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).
CUSIP NO.: 629099 30 0
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1)
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NAME OF REPORTING PERSON
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Yongquan Bi
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2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
PF
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5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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1,500,000
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8)
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SHARED VOTING POWER
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-0-
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9)
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SOLE DISPOSITIVE POWER
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1,500,000
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10)
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SHARED DISPOSITIVE POWER
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-0-
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11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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1,500,000
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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)
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19.8%
1
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14)
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TYPE OF REPORTING PERSON
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IN
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(1)
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Calculated based on 7,573,289 shares of Common Stock issued and outstanding as of April 9, 2018.
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ITEM 1.
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Security and Issuer.
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This Statement on Schedule 13D (the “Schedule 13D”)
relates to the Common Stock, par value $.001 per share (the “Common Stock”), of NF Energy Saving Corporation, a Delaware
Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3106, Tower C, 390 Qingnian
Avenue, Shenyang, Liaoning Province, People’s Republic of China (“P.R. China”) 110015.
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ITEM 2.
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Identity and Background
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(a) This Schedule 13D
is being filed by Mr. Yongquan Bi (“Mr. Bi”).
(b) Mr. Bi’s
business address is Room 3708, Wanda Place, 6 Gangwan Road, Zhongshan District, Dalian City, Liaoning Province, P.R. China.
(c) Mr. Bi is an entrepreneur.
His principal business is chairman of Dalian Boqi Xinhai Group Ltd. Co. (“Boqi Group”). Mr. Bi founded Boqi Group and
its subsidiaries, including Dalian Boqi Agriculture Technology Development Ltd. Co. and Dalian Boqi Culture Media Ltd. Co., in
July 2008. Mr. Bi also founded Dalian Boqi Zhengji Pharmacy Franchise Ltd. Co. in July 2008 and Boqi Finance Lease (Liaoning) Ltd.
Co., another subsidiary of Boqi Group, in November 2009. Mr. Bi has been the Chairman of each of these companies since their founding.
(d) During the past
five years, Mr. Bi has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past
five years, Mr. Bi has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and
as a result of such a 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.
(f) Mr. Bi is a citizen
of P.R. China.
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ITEM 3.
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Source and Amount of Funds and Other Consideration.
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The securities were acquired by Mr. Bi through the use of personal
funds.
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ITEM 4.
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Purpose of Transaction.
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The securities were acquired for investment purposes. Mr. Bi
intends to review his investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations,
including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s financial
position, operations, assets, prospects, strategic direction and business and other developments affecting the Issuer. Mr. Bi may
from time to time take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation,
acquiring additional shares or disposing of some or all of his shares of Common Stock and/or changing his current intentions with
respect to any or all matters referred to in this Item 4. Any acquisition or disposition of the Issuer’s securities may be
made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions
to the Issuer and will be reported in accordance with the rules of the Securities and Exchange Commission. Mr. Bi has received
a board nomination for the upcoming annual stockholders meeting of the Issuer.
At the date of this Schedule 13D, except as set forth in this
Schedule 13D, Mr. Bi does not have any plans or proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or fill any existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1940; or
(j) Any
action similar to any of those actions enumerated above.
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ITEM 5.
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Interests in Securities of the Issuer.
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(a) As of April 9,
2018, Mr. Bi may be deemed to have beneficial ownership of the aggregate 1,500,000 shares of the Issuer’s Common Stock, or
approximately 19.8% of the Issuer’s total shares of Common Stock outstanding. The foregoing percentage is calculated based
on 7,573,289 shares of Common Stock issued and outstanding.
(b) Mr. Bi has the
sole power to vote and to dispose of 1,500,000 shares of Common Stock.
(c) As April 9, 2018,
and within the sixty-day period prior thereto, no transactions involving the Issuer’s Common Stock had been engaged in by
Mr. Bi other than as disclosed herein.
(d) Other than Mr.
Bi, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer’s shares of Common Stock covered by this Schedule 13D.
(e) Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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On March 12, 2018, Mr. Bi entered into a Securities Purchase
Agreement with the Issuer, pursuant to which Mr. Bi purchased, and the Issuer issued to Mr. Bi, 500,000 shares of Common Stock
at a purchase price of $1.00 per share for aggregate consideration of $500,000.
On April 9, 2018, Mr. Bi entered into a Securities Purchase
Agreement with Pelaria International Ltd., a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy Application Co., Ltd.
(“Pelaria”), pursuant to which Mr. Bi purchased, and Pelaria sold to Mr. Bi, 1,000,000 shares of Common Stock at a
purchase price of $1.40 per share for aggregate consideration of $1,400,000.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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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.
Dated as of: April 12, 2018
/s/ Yongquan Bi
Yongquan Bi