Statement of Ownership (sc 13g)
February 14 2022 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Jowell
Global Ltd.
(Name
of Issuer)
Ordinary
shares, par value of $0.0001 per share
(Title
of Class of Securities)
G5194C101
(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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1
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Name
of Reporting Person
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Zhiwei Xu
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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) ☐
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3
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SEC Use Only
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4
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Citizenship
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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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5
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Sole
Voting Power
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6,841,380(1)(2)
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6
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Shared Voting
Power
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0
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7
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Sole Dispositive
Power
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5,341,380(1)
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8
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Shared Dispositive
Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,341,380
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10
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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20.8% (3)
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12
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Type of Reporting Person
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IN
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(1)
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In
his capacity as the sole shareholder and director of Jowell Holdings Ltd.
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(2)
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Including
750,000 preferred shares of the Issuer, and one preferred share has the right to 2 votes at a meeting of the shareholders of the Issuer.
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(3)
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Calculated based on a total of 25,677,965 issued and outstanding ordinary shares of the Issuer as of December 31, 2021.
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1
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Name
of Reporting Person
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Jowell Holdings Ltd.
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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) ☐
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3
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SEC Use Only
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4
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Place of Organization
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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
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6,841,380(1)
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6
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Shared Voting
Power
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0
|
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7
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Sole Dispositive
Power
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|
5,341,380
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8
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Shared Dispositive
Power
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0
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
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|
5,341,380
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10
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
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☐
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11
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Percent of Class Represented by Amount in Row (9)
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20.8%(2)
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12
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Type of Reporting Person
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CO
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(1)
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Including
750,000 preferred shares of the Issuer, and one preferred share has the right to 2 votes at a meeting of the shareholders of the Issuer.
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(2)
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Calculated based on a total of 25,677,965 issued and outstanding ordinary shares of the Issuer as of December 31, 2021.
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Item 1(a).
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Name of Issuer:
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Jowell Global Ltd. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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2nd
Floor, No. 285 Jiangpu Road
Yangpu
District, Shanghai
China
200082
Item
2(a). Name of Person Filings:
Zhiwei
Xu
Jowell
Holdings Ltd.
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Item 2(b).
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Address of Principal Business Office, or, if none,
Residence:
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Zhiwei Xu
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Address: 2nd Floor, No. 285 Jiangpu Road, Yangpu District,
Shanghai, China 200082.
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Jowell Holdings Ltd.
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Address: Vistra Corporate Services Centre, Wickhams
Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
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Item 2(c).
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Citizenship:
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Zhiwei Xu— People’s Republic of China
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Jowell Holdings Ltd. — British Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Ordinary shares, par value of $0.0001 per share, of
the Issuer.
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Item 2(e).
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CUSIP No.:
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G5194C101
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d -2(b) or (c), check whether the persons filing is a:
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Not applicable
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Item 4.
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Ownership:
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The following information with respect to the ownership
of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2021:
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Amount
beneficially
owned
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Percent of
class(2)
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Sole
power to
vote or direct
the vote (3)
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Shared power
to vote or to
direct the vote
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Sole
power to
dispose
or
to
direct the
disposition of
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Shared power
to dispose or
to direct the
disposition of
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Zhiwei
Xu(1)
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5,341,380
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20.8
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%
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6,841,380
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0
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5,341,380
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0
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Jowell Holdings Ltd.
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5,341,380
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20.8
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%
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6,841,380
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0
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5,341,380
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0
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(1)
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In
his capacity as the sole shareholder and director of Jowell Holdings Ltd.
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(2)
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Calculated based on a total of 25,677,965 issued and outstanding ordinary shares of the Issuer as of December 31, 2021.
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(3)
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Including
750,000 preferred shares of the Issuer, and one preferred share has the right to 2 votes
at a meeting of the shareholders of the Issuer.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of
Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of
the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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LIST
OF EXHIBITS
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 14, 2022
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Zhiwei Xu
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By:
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/s/ Zhiwei
Xu
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Name:
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Zhiwei Xu
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Jowell Holdings Ltd.
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By:
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/s/ Zhiwei
Xu
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Name:
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Zhiwei Xu
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Title:
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Director
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to ordinary shares, par value of $0.0001 per share, of Jowell Global Ltd., a Cayman Islands company, and that
this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 14, 2022.
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Zhiwei Xu
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By:
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/s/ Zhiwei Xu
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Name:
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Zhiwei Xu
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Jowell Holdings Ltd.
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By:
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/s/ Zhiwei Xu
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Name:
Title:
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Zhiwei Xu
Director
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