Statement of Ownership (sc 13g)
February 10 2022 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
YOSHITSU CO., LTD
(Name of Issuer)
American depositary shares, each representing
one
ordinary share
(Title of Class of Securities)
98741L 101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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*
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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.
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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).
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CUSIP No. 98741L 101
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Page
1 of 10
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1.
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Names of Reporting Persons.
Mei Kanayama
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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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Citizenship or Place of Organization
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
7,216,436*
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6.
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Shared Voting Power
20,110,864*
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7.
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Sole Dispositive Power
7,216,436*
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8.
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Shared Dispositive Power
16,838,350*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
27,327,300
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
91.1%**
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12.
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Type of Reporting Person
IN
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*
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Represents (i) 7,216,436 ordinary shares held personally by
Mr. Mei Kanayama, (ii) 16,838,350 ordinary shares held through Tokushin G. K., a limited liability company formed under the laws of Japan
owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member, and accordingly, Mr. Kanayama has voting and dispositive
control, (iii) 2,672,460 ordinary shares held by Grand Elec-Tech Limited, and (iv) 600,054 ordinary shares held by SHUR Co., Ltd. Grand
Elec-Tech Limited and SHUR Co., Ltd. have delegated to Mr. Kanayama all authority to exercise the voting rights of their ordinary shares.
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**
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
2 of 10
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1.
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Names of Reporting Persons.
Tokushin G. K.
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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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Citizenship or Place of Organization
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
16,838,350
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
16,838,350
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,838,350
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
56.1%*
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12.
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Type of Reporting Person
FI
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*
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
3 of 10
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1.
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Names of Reporting Persons.
Zhiyong Chen
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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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Citizenship or Place of Organization
Hong Kong
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,672,460*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,672,460*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,672,460*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%**
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12.
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Type of Reporting Person
IN
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*
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Represents 2,672,460 ordinary shares held through Grand Elec-Tech
Limited, which is 100% owned by Zhiyong Chen.
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**
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
4 of 10
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1.
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Names of Reporting Persons.
Grand Elec-Tech 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.
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SEC Use Only
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4.
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,672,460
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,672,460
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,672,460
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
8.9%*
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12.
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Type of Reporting Person
FI
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*
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
5 of 10
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1.
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Names of Reporting Persons.
HUHEBALA
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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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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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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
600,054*
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
600,054*
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
600,054*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
2.0%**
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12.
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Type of Reporting Person
IN
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*
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Represents 600,054 ordinary shares held through SHUR Co., Ltd.,
which is 100% owned by HUHEBALA.
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**
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
6 of 10
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1.
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Names of Reporting Persons.
SHUR 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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Citizenship or Place of Organization
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
600,054
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
600,054
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
600,054
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent of Class Represented by Amount in Row (9)
2.0%*
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12.
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Type of Reporting Person
FI
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*
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The percentage is calculated based on 30,000,054 ordinary shares
of the issuer, issued and outstanding as of December 31, 2021.
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CUSIP No. 98741L 101
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Page
7 of 10
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ITEM 1.
(a) Name of Issuer:
Yoshitsu Co., Ltd
(b) Address of Issuer’s
Principal Executive Offices:
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022, Japan
ITEM 2.
(a) Name of Person Filing:
(i) Mei Kanayama
(ii) Tokushin G. K.
(iii) Zhiyong Chen
(iv) Grand Elec-Tech Limited
(v) HUHEBALA
(vi) SHUR Co., Ltd.
(b) Address of Principal Business
Office, or if None, Residence:
(i) Mei Kanayama
Harumi 2-3-30-4810, Chuo-Ku, Tokyo, 1040053,
Japan
(ii) Tokushin G. K.
#4810, 2-3-30 Harumi, Chuo-Ku, Tokyo,
Japan
(iii) Zhiyong Chen
Flat D26/F BLK 1 New Haven, 363 Sha Tsui
Road
Tsuen Wan, Hong Kong
(iv) Grand Elec-Tech Limited
Wickhams Cay II, Road Town, Tortola,
British Virgin Islands
(v) HUHEBALA
#1101, 3-6-17 Harimayacho, Kochi-shi,
Kochi-ken, Japan
(vi) SHUR Co., Ltd.
TN Harimaya Building, Harimaya-cho 1-4-8,
Kochi-shi, Kochi, Japan
(c) Citizenship:
(i) Mei Kanayama
Japan
(ii) Tokushin G. K.
Japan
(iii) Zhiyong Chen
Hong Kong
(iv) Grand Elec-Tech Limited
British Virgin Islands
(v) HUHEBALA
People’s Republic of China
(vi) SHUR Co., Ltd.
Japan
(d) Title of Class of Securities:
American depositary shares, each representing
one ordinary share
(e) CUSIP Number:
98741L 101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs
is incorporated herein by reference to the cover pages to this Schedule 13G.
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CUSIP No. 98741L 101
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Page
8 of 10
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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CUSIP No. 98741L 101
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Page
9 of 10
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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.
Date: February 10, 2022
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By:
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/s/ Mei Kanayama
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Name:
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Mei Kanayama
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Tokushin G. K.
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By:
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/s/ Mei Kanayama
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Name:
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Mei Kanayama
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Title:
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Managing Member
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By:
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/s/ Zhiyong Chen
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Name:
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Zhiyong Chen
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Grand Elec-Tech Limited
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By:
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/s/ Zhiyong Chen
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Name:
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Zhiyong Chen
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Title:
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Director
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By:
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/s/ HUHEBALA
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Name:
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HUHEBALA
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SHUR Co., Ltd.
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By:
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/s/ HUHEBALA
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Name:
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HUHEBALA
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Title:
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Representative Director
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CUSIP No. 98741L 101
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Page
10 of 10
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