Statement of Beneficial Ownership (sc 13d)
February 06 2019 - 1:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
TDH
HOLDINGS, INC.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
G87084
102
(CUSIP
Number)
Zuhua
Zou
#6,
619 Jianguo West Road
Xuhui
District, Shanghai 200030 China
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January
31, 2019
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 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 the disclosures
provided in a prior cover page.
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.
G87084 102
1
.
|
Names
of Reporting Person:
|
I.R.S. Identification Nos. of above persons (entities only):
Zuhua
Zou
|
2
.
|
Check
the Appropriate Box if a Member of a Group (
See
Instructions)
|
(a) ☐
(b) ☐
|
3
.
|
SEC
Use Only:
|
|
4
.
|
Source
of Funds (See Instruction):
|
PF
|
5
.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
|
|
6.
|
Citizenship
or Place of Organization:
|
The
People’s Republic of China
|
Number
of
Shares
Beneficially
by Owned
by Each
Reporting
Person
With:
|
7
.
|
Sole
Voting Power:
2,284,462
|
8
.
|
Shared
Voting Power:
None
|
9
.
|
Sole
Dispositive Power:
2,284,462
|
10.
|
Shared
Dispositive Power:
None
|
11
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
2,284,462
|
12
.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
13
.
|
Percent
of Class Represented by Amount in Row (11):
|
18.25%
|
14.
|
Type
of Reporting Person (See Instructions):
|
IN
|
ITEM
1.
|
SECURITY
AND ISSUER
|
This
Statement on Schedule 13D (this “Statement”) relates to the common shares, par value $0.001 per share, of TDH Holdings,
Inc., a company organized under the laws of the British Virgin Islands (the “Company”), whose principal office is
located at Room 1809, Financial Square, 197 Shuangzhu Road, Huangdao District, Qingdao, Shandong Province, People’s Republic
of China.
ITEM
2.
|
IDENTITY
AND BACKGROUND
|
(a)
|
Name
of Persons filing this Statement:
|
Zuhua
Zou
(b)
|
Residence
or Business Address:
|
Mr.
Zou’s business address is:
#6,
619 Jianguo West Road
Xuhui
District, Shanghai 200030 China
(c)
|
Present
Principal Occupation and Employment:
|
Mr.
Zou is a self-employed investor.
(d)
|
and
(e) Criminal Convictions and Civil Proceedings:
|
Mr.
Zou has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or
was 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)
|
State
of Incorporation/Organization/Citizenship:
|
The
People’s Republic of China
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
On January 31, 2019, Mr. Zou purchased 2,000,000
common shares from the Company for the purchase price of $1,000,000.
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
Mr.
Zou acquired the common shares from the Company for investment purposes. Mr. Zou expects to evaluate, on an ongoing basis, the
Company’s financial condition and prospects and its interests in, and intentions with respect to, the Company and the investment
in the securities of the Company, which review may be based on various factors, including but not limited to the Company’s
business and financial condition, results of operation and prospects, general economic and industry conditions, the securities
markets in general. Accordingly, Mr. Zou reserves the right to change his intentions, as he deems appropriate, at any time. In
particular, Mr. Zou may, from time to time, in the open market, through privately negotiated transactions or otherwise, increase
his holdings in the Company or dispose of all or a portion of the securities of the Company that he now owns or may hereafter
acquire.
Other
than as expressly set forth in this Item 4 or below, Mr. Zou has no plans or proposals as of the date of this filing which relate
to, or would result in, any of the actions enumerated in Item 4 of the instructions to this Statement. Mr. Zou may, however, adopt
in the future such plans or proposals subject to compliance with applicable regulatory requirements.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
|
(a)
|
Mr.
Zou beneficially owns 2,284,462 common shares, representing 18.25% of the outstanding
common shares of the Company (based upon 12,516,662 common shares outstanding as of February
5, 2019).
|
|
(b)
|
Mr.
Zou has the sole power to vote or direct the vote and the sole power to dispose or direct
the disposition of the 2,284,462 common shares.
|
|
(c)
|
The
following table sets forth the transactions of common shares that were effected during
the past sixty days by Mr. Zou.
|
Trade
Date
|
|
Number
of Shares Purchased
|
|
Price
Per Share
|
January
31, 2019
|
|
2,000,000
|
|
$0.50
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Zou and any person with respect
to any securities of the Company, including, but not limited to, the transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, the occurrence of which would give another person voting or investment power over the securities.
ITEM 7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
None.
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: February
6, 2019
|
/s/ Zuhua Zou
|
|
Name:
Zuhua Zou
|
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