|
CUSIP
NO. 629099 30 0
|
|
Page
2 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
Yongquan
Bi
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
1,500,000
|
|
|
8.
|
|
SHARED VOTING POWER
1,500,000
1
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
1,500,000
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
2
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
1
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Bi may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
2
|
Based on 7,573,289
shares of common stock outstanding as of October 9, 2018.
|
|
CUSIP
NO. 629099 30 0
|
|
Page
3 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
WEI
GUAN
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
280,336
|
|
|
8.
|
|
SHARED
VOTING POWER
280,336
3
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
280,336
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,336
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.70%
2
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
3
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Guan may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
4
|
Based on 7,573,289
shares of common stock outstanding as of October 9, 2018.
|
|
CUSIP
NO. 629099 30 0
|
|
Page
4 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
YUNGUO
JIANG
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
357,574
|
|
|
8.
|
|
SHARED
VOTING POWER
357,574
5
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
357,574
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,574
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72%
6
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
5
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Jiang may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
|
6
|
Based
on
7,573,289
shares of common stock
outstanding as of October 9, 2018.
|
|
CUSIP
NO. 629099 30 0
|
|
Page
5 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
YONGJIAN
HE
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
256,689
|
|
|
8.
|
|
SHARED
VOTING POWER
256,689
7
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
256,689
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,689
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.39%
8
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
7
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. He may be deemed to have shared voting power over
3,863,503 shares of common stock.
|
|
|
8
|
Based
on
7,573,289
shares of common stock
outstanding as of October 9, 2018.
|
|
CUSIP
NO. 629099 30 0
|
|
Page
6 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
XIAOCHUN
XIA
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b)
☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
323,339
|
|
|
8.
|
|
SHARED
VOTING POWER
323,339
9
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
323,339
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,339
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.27%
10
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
9
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Xia may be deemed to have shared voting power over
3,863,503 shares of common stock.
|
|
|
10
|
Based
on
7,573,289
shares of common stock
outstanding as of October 9, 2018.
|
|
CUSIP
NO. 629099 30 0
|
|
Page
7 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
SHULIAN
SHEN
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
221,609
|
|
|
8.
|
|
SHARED
VOTING POWER
221,609
11
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
221,609
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,609
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.93%
12
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
11
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Shen may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
12
|
Based
on
7,573,289
shares of common
stock outstanding as of October 9, 2018
|
|
CUSIP
NO. 629099 30 0
|
|
Page
8 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
LIJUN
WANG
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
257,916
|
|
|
8.
|
|
SHARED
VOTING POWER
257,916
13
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
257,916
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,916
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.41%
14
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
13
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Wang may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
14
|
Based
on
7,573,289
shares of common
stock outstanding as of October 9, 2018
|
|
|
|
|
CUSIP
NO. 629099 30 0
|
|
Page
9 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
YAN
LIU
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
205,097
|
|
|
8.
|
|
SHARED
VOTING POWER
205,097
15
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
205,097
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,097
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.71%
16
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
15
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Liu may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
16
|
Based
on
7,573,289
shares of common
stock outstanding as of October 9, 2018.
|
|
|
|
|
CUSIP
NO. 629099 30 0
|
|
Page
10 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
FUQING
ZHANG
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
260,828
|
|
|
8.
|
|
SHARED
VOTING POWER
260,828
17
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
260,828
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,828
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.44%
18
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
17
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Zhang may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
18
|
Based
on
7,573,289
shares of common
stock outstanding as of October 9, 2018
|
|
CUSIP
NO. 629099 30 0
|
|
Page
11 of 18
|
|
|
|
|
|
|
|
|
|
1.
|
|
NAMES
OF REPORTING PERSONS
XIAOFEI
YU
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b) ☐
|
|
3.
|
|
SEC
USE ONLY
|
|
4.
|
|
SOURCE
OF FUNDS
PF
|
|
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7.
|
|
SOLE
VOTING POWER
200,115
|
|
|
8.
|
|
SHARED
VOTING POWER
200,115
19
|
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
200,115
|
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,115
|
|
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.64%
20
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
19
|
Due
to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Yu may be deemed to have shared voting power
over 3,863,503 shares of common stock.
|
|
20
|
Based
on
7,573,289
shares of common
stock outstanding as of October 9, 2018.
|
|
CUSIP NO. 629099 30 0
|
|
Page 12 of 18
|
This
statement is being filed jointly by: (i) Yongquan Bi
, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun
Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu (collectively, the “Reporting
Persons”). The Reporting Persons are making this joint filing because they comprise a “group,” within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), formed for the purposes
described in Item 4 of this Schedule 13D and thus are eligible to make a joint filing under Rule 13d-1(k) under the Exchange Act.
|
Item 1.
|
Security and Issuer
|
This
statement relates to the common stock, par value $.001 per share (the
“Shares”), 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.
|
Item 2.
|
Identity and Background
|
(a)
– (c)
The present principal occupation or employment
of Mr. Yongquan Bi 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.
The present principal occupation or employment
of Mr. Wei Guan is IT Manager of Dalian JiuJiu Technology Co., Ltd. His principal address is 12 Shanengdongjie, 1-6, Shahekou District,
Dalian City, Liaoning Province, China.
The
present principal occupation or employment of Mr. Yunguo Jiang is as General Manager of Dalian Zhongtian International Trade Co.,
Ltd. His principal address is
54 Qinxitun, Gaofangcun, Anzishanxiang, Zhuanghe City, Liaoning Province, China.
The present principal occupation or employment
of Mr. Yongjian is Vice President of Ganjue Bar. His principal address is 119 Nantun, Changlongcun, Lizifangzhen, Zhuanghe City,
Liaoning Province, China.
The present principal occupation or employment
of Ms. Xiaochun Xia is VP of Sales of Dalian Xinhengrui Automobile Sales Co., Ltd. Her principal address is 15 Dafangshencun 1
, Dalianwan Jiedao, Ganjingzi District, Dalian City, Liaoning Province, China.
The present principal occupation or employment
of Ms. Shulian Shen is General Manager of Dalian Nuoqiao Commerce and Trade Co., Ltd. Her principal address is 10 Xingshancun,
Xingshanzhendong, Longjiang Village, Heilongjiang Province, China.
The present principal occupation or employment
of Ms. Lijun Wang is General Manager of Dalian Zhengji Pharmacy. Her principal address is 303 Nanshanlu, 1-1-9, Pulandian City,
Liaoning Province, China.
The present principal occupation or employment
of Ms. Yan Liu is Manager of Dalian Lichen Pharmaceutical Co., Ltd.. Her principal address is 8 Tiexilu, 2-6-24, Pulandian City,
Liaoning Provinice, China.
The present principal occupation or employment
of Mr. Fuqing Zhang is General Manager of Dalian Zhongguang Transmission Equipment Co., Ltd.. His principal address is 4-152
Miaoshantun, Miaoshancun, Taipingjiedaobanshichu, Pulandian City, Liaoning Province, China.
The present principal occupation or employment
of Mr. Xiaofei Yu is General Manager of Dalian Hengguan Food Co., Ltd. His principal address is 10 Gucheng Bingqu, 2-5-2, Jinzhou
District, Dalian City, Liaoning Province, China
|
CUSIP NO. 629099 30 0
|
|
Page 13 of 18
|
(d)
– (e) None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the
last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been
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 a finding of any violation with respect to such laws.
(f)
Each of the Reporting Persons is a citizen of
P.R. China.
|
|
Item
3.
|
Source and Amount of Funds or Other Consideration
|
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.
The Reporting Persons purchased the remainder of their Shares
in the open market from their personal funds.
|
|
Item
4.
|
Purpose
of Transaction
|
Certain of the Reporting Persons originally
purchased their Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment
opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to
increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the
open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On
January 14, 2019, the Reporting Persons entered into a Joint Filing Agreement (the
“Joint Filing Agreement”)
in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D
with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed
to form a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of effecting a written
consent to change the control of the Issuer, change or remove the current Board of Directors of the Issuer (the “Board”),
to appoint new representatives to the Board, to effect changes to the management of the Issuer, to amend the Issuer’s certificate
of incorporation and bylaws, other corporate governance issues, including changing the name and/or ticker symbol of the Issuer,
and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”).
The foregoing description of the Joint Filing Agreement is qualified in its entirety by reference to the Joint Filing Agreement,
which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
This Schedule 13D, the Joint Filing
Agreement or the Voting Agreement are not intended to and do not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any securities of the Issuer or the solicitation of any vote
or approval in any jurisdiction.
|
CUSIP NO. 629099 30 0
|
|
Page 14 of 18
|
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 7,573,289 shares of common stock outstanding
as of October 9, 2018 as reported by the Issuer in its latest 10-Q filing
.
(b) By virtue of the Voting Agreement
discussed in further detail in Item 6 of this Schedule 13D, each of the Reporting Persons may be deemed to be the beneficial owner
of an aggregate of 3,863,503 Shares, which represents approximately 51.01 % of the outstanding Shares of the Issuer.
(c)
Certain of the Reporting Persons engaged in transactions on the open market in the ordinary course of business during the
past 60 days with respect to the Issuer’s Shares, as set forth on
Schedule A
, which is attached hereto and is incorporated
herein by reference.
(d) No persons other than the Reporting
Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares reflected in this Schedule 13D.
(e) Not applicable.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
See Item 4 of this Schedule 13D for a
discussion of the Joint Filing Agreement.
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. The Reporting
Persons purchased the rest of their Shares in the open market from their personal funds.
On
January 14, 2019, the Reporting Persons entered into a Voting Agreement (the
“Voting Agreement”), pursuant to
which, among other things, such Reporting Persons agreed that in any circumstances upon which a vote, consent (including written
consents), agreement or other approval is sought, they shall vote the Shares of the Issuer owned or controlled by them (whether
now owned or hereafter acquired) and shall otherwise consent or agree in such manner as may be directed by Mr. Bi in his sole and
absolute discretion, in pursuit of the Purposes, as discussed in Item 4 of this Schedule 13D. The foregoing description of the
Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 99.2 hereto and is
incorporated herein by reference.
Except as set forth herein, there are
no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any
other person, with respect to the securities of the Issuer.
|
CUSIP NO. 629099 30 0
|
|
Page 15 of 18
|
|
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
99.1
|
|
Joint Filing Agreement by and among (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu, dated January 14, 2019.
|
|
|
|
|
99.2
|
|
Voting Agreement by and among (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu, dated January 14, 2019.
|
|
|
|
|
99.3
|
|
Stock Purchase Agreement by and between Pelaria International Ltd. and Yongquan Bi, dated April 2, 2018
|
|
|
|
|
99.4
|
|
Securities Purchase agreement by and between NF Energy Saving Corporation and Yongquan Bi, dated March 12, 2018
|
|
|
|
|
CUSIP NO. 629099 30 0
|
|
Page 16 of 18
|
SIGNATURES
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: January 15, 2019
|
|
|
|
|
|
/s/ Yongquan Bi
|
|
|
Yongquan Bi
|
|
|
|
|
|
/s/ Wei Guan
|
|
|
Wei Guan
|
|
|
|
|
|
/s/ Yunguo Jiang
|
|
|
Yunguo Jiang
|
|
|
|
|
|
/s/ Yongjian He
|
|
|
Yongjian He
|
|
|
|
|
|
/s/ Xiaochun Xia
|
|
|
Xiaochun Xia
|
|
|
|
|
|
/s/ Shulian Shen
|
|
|
Shulian Shen
|
|
|
|
|
|
/s/ Lijun Wang
|
|
|
Lijun Wang
|
|
|
|
|
|
/s/
Yan Liu
|
|
|
Yan Liu
|
|
|
|
|
|
/s/ Fuqing Zhang
|
|
|
Fuqing Zhang
|
|
|
|
|
|
/s/ Xiaofei Yu
|
|
|
Xiaofei Yu
|
|
|
CUSIP NO. 629099 30 0
|
|
Page 17 of 18
|
SCHEDULE A
The Reporting Persons engaged in the following
transactions on the open market in the ordinary course of business during the past 60 days with respect to the Issuer’s Shares:
Wei Guan
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
January 11, 2019
|
|
|
1,000
|
|
|
|
17.995
|
|
|
January 11, 2019
|
|
|
477
|
|
|
|
18.290
|
|
|
January 11, 2019
|
|
|
1,000
|
|
|
|
18.396
|
|
Yunguo Jiang
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
January 8, 2019
|
|
|
6,161
|
|
|
|
17.7919
|
|
|
January 8, 2019
|
|
|
20,000
|
|
|
|
16.9833
|
|
Yongjian He
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
November 23, 2018
|
|
|
9,700
|
|
|
|
8.1576
|
|
Shulian Shen
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
November 26, 2018
|
|
|
3,000
|
|
|
|
9.1430
|
|
Lijun Wang
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
November 15, 2018
|
|
|
7,000
|
|
|
|
6.3727
|
|
|
CUSIP NO. 629099 30 0
|
|
Page 18 of 18
|
Yan Liu
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
January 9, 2019
|
|
|
10
|
|
|
|
17.8500
|
|
|
January 9, 2019
|
|
|
10
|
|
|
|
17.9680
|
|
|
January 9, 2019
|
|
|
21,394
|
|
|
|
18.0446
|
|
Fuqing Zhang
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
January 10, 2019
|
|
|
10
|
|
|
|
20.0400
|
|
|
December 6, 2018
|
|
|
2,600
|
|
|
|
12.4314
|
|
Xiaofei Yu
|
Trade Date
|
|
Shares of Common
Stock Purchased/(Sold)
|
|
|
Average
Weighted Price
Per Share ($)
|
|
|
November 19, 2018
|
|
|
650
|
|
|
|
7.1300
|
|
|
November 16, 2018
|
|
|
4,700
|
|
|
|
8.1500
|
|
|
November 16, 2018
|
|
|
5,000
|
|
|
|
8.200
|
|