Amended Statement of Beneficial Ownership (sc 13d/a)
February 06 2023 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3 )*
ATIF
Holdings Limited
(Name
of Issuer)
Ordinary
Shares, par value $0.001 per share
(Title
of Class of Securities)
G0602B209
(CUSIP
Number)
ATIF
Holdings Limited
Attn:
Yue Ming
Room
2803,
Dachong
Business Centre, Dachong 1st Road
Nanshan
district, Shenzhen, China
+(86)
755-8695-0818
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
28, 2021
(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 that 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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§
240.13d-7 for other parties to whom copies are to be sent.
*
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. G0602B209
1. |
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only). |
Jun
Liu |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
☒
☐ |
3 |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions) |
OO |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A |
6. |
Citizenship
or Place of Organization |
People’s
Republic of China |
Number
of
Shares
Beneficially by
Owned
by
Each
Reporting
Person With: |
7. |
Sole
Voting Power |
57,970(1) |
8. |
Shared
Voting Power |
5,260,860(1) |
9. |
Sole
Dispositive Power |
57,970(1) |
10. |
Shared
Dispositive Power |
3,440,860(1) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
5,318,830(1) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
55.25%(2) |
14. |
Type
of Reporting Person (See Instructions) |
IN |
|
(1) |
Mr. Jun Liu beneficially owns 5,318,830 ordinary shares (the “Shares”) of ATIF Holdings Limited (the “Issuer”), which includes (i) 3,440,860 Shares through his 100% ownership of Tianzhen Investments Limited, a Samoa company; (ii) 1,820,000 Shares through a voting rights proxy agreement dated September 30, 2018 with Eno Group Limited, a Hong Kong company wholly owned by Yanru Zhou, an individual, which was assigned to Tianzhen Investments Limited on February 10, 2021; and (iii) 57,970 Shares directly held by Mr. Liu. As part of the voting rights proxy agreement, Mr. Liu may deemed to have shared voting rights to vote all Shares on all matters including the election of directors. Mr. Liu expressly disclaims beneficial ownership of any of the Shares covered by the voting right proxy agreement described above. |
|
(2) |
The calculation of this percentage is based on 9,627,452 Shares of ATIF Holdings Limited (the “Issuer”) outstanding as of December 5, 2022, as reported on the Issuer’s Form 10Q, filed with the Securities and Exchange Commission (“SEC”) on December 15, 2022. |
CUSIP
No. G0602B209
1. |
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only). |
Tianzhen
Investments Limited |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
☒
☐ |
3 |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions) |
OO |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A |
6. |
Citizenship
or Place of Organization |
Samoa |
Number
of
Shares
Beneficially by
Owned
by
Each
Reporting
Person With: |
7. |
Sole
Voting Power |
0 |
8. |
Shared
Voting Power |
5,260,860(1) |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
3,440,860(1) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
5,260,860(1) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
54.6%(2) |
14. |
Type
of Reporting Person (See Instructions) |
CO |
| (1) | Jun
Liu (i) beneficially owns 3,440,860 Shares through his 100% ownership of Tianzhen Investments
Limited, a Samoa company, and (ii) may be deemed to beneficially own 1,820,000 Shares through
a voting rights proxy agreement dated September 30, 2018 with Eno Group Limited, a Hong Kong
company wholly owned by Yanru Zhou, an individual, which was assigned to Tianzhen Investments
Limited on February 10, 2021. Mr. Liu expressly disclaims beneficial ownership of any of
the Shares covered by the voting right proxy agreement. |
|
(2) |
The calculation of this percentage is based on 9,627,452 Shares of the Issuer outstanding as of December 5, 2022, as reported on the Issuer’s Form 10Q, filed with the SEC on December 15, 2022. |
CUSIP
No. G0602B209
1. |
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only). |
Yanru
Zhou |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
☒
☐ |
3 |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions) |
OO |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A |
6. |
Citizenship
or Place of Organization |
People’s
Republic of China |
Number
of
Shares
Beneficially
by
Owned by
Each
Reporting
Person With: |
7. |
Sole
Voting Power |
0 |
8. |
Shared
Voting Power |
1,820,000(1) |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
1,820,000(1) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,820,000(1) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
18.9%(2) |
14. |
Type
of Reporting Person (See Instructions) |
IN |
| (1) | Yanru
Zhou beneficially owns 1,820,000 Shares through his 100% beneficial ownership of Eno Group
Limited, a Hong Kong company. On February 10, 2021, Qiuli Wang assigned the voting rights
proxy agreement, dated September 30, 2018, entered into with Eno Group Limited, pursuant
to which Eno Group Limited granted Qiuli Wang the right to vote all the Shares owned by Eno
Group Limited to Tianzhen Investments Limited. |
|
(2) |
The calculation of this percentage is based on 9,627,452 Shares of the Issuer outstanding as of December 5, 2022, as reported on the Issuer’s Form 10Q, filed with the SEC on December 15, 2022. |
CUSIP
No. G0602B209
1. |
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only). |
Eno
Group Limited |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
☒
☐ |
3 |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions) |
OO |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
N/A |
6. |
Citizenship
or Place of Organization |
Hong
Kong |
Number
of
Shares
Beneficially by
Owned
by
Each
Reporting
Person With: |
7. |
Sole
Voting Power |
0 |
8. |
Shared
Voting Power |
1,820,000(1) |
9. |
Sole
Dispositive Power |
0 |
10. |
Shared
Dispositive Power |
1,820,000(1) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
1,820,000(1) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
18.9%(2) |
14. |
Type
of Reporting Person (See Instructions) |
CO |
| (1) | Yanru
Zhou beneficially owns 1,820,000 Shares through her 100% beneficial ownership of Eno Group
Limited, a Hong Kong company. On February 10, 2021, Qiuli Wang assigned the voting rights
proxy agreement, dated September 30, 2018, with Eno Group Limited, pursuant to which Eno
Group Limited granted Qiuli Wang the right to vote all the Shares owned by Eno Group Limited,
to Tianzhen Investments Limited. |
|
(2) |
The calculation of this percentage is based on 9,627,452 Shares of the Issuer outstanding as of December 5, 2022, as reported on the Issuer’s Form 10Q, filed with the SEC on December 15, 2022. |
AMENDMENT
NO. 3 TO SCHEDULE 13D
Explanatory Note
This Amendment No. 3 to Schedule 13D amends and
supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on September 23, 2020 (as amended
to date, the “Schedule 13D”), solely to update the amount of shares directly held by Mr. Jun Liu. Capitalized terms used herein
without definition shall have the meanings set forth in the Schedule 13D.
Item
1. Security and Issuer
This
statement relates to shares of ordinary shares, par value $0.001 per share (the “Shares”) of ATIF Holdings Limited, a British
Virgin Islands company (the “Issuer”). The Issuer’s principal executive office is Room 2803, Dachong Business Centre,
Dachong 1st Road, Nanshan district, Shenzhen, China.
Item
2. Identity and Background
This
statement is being filed on behalf of Mr. Jun Liu, Tianzhen Investments Limited, Mr. Yanru Zhou and Eno Group Limited (together referred
to herein as the “Reporting Persons”).
| (a) | Mr.
Jun Liu is an individual and a citizen of the People’s Republic of China. |
| (b) | Mr.
Jun Liu’s address is Room 2803, Building A, Dachong Business Centre, Nanshan District,
Shenzhen, Guangdong, China. |
| (c) | Mr.
Jun Liu’s present principal occupation is the president, chief executive officer and
chairman of the Board of Directors of the Issuer. |
| (d) | Within
the last five years, Mr. Jun Liu has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During
the last five years, Mr. Jun Liu has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding
any violation with respect to such laws. |
| 2. | Tianzhen
Investments Limited (“TIL”) |
| (a) | TIL
is a corporation organized under the laws of the Samoa, engaged in the business of investments. |
| (b) | TIL’s
address is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen,
China. |
| (c) | TIL’s
present principal occupation is the president and chairman of the Board of Directors of the
Issuer. |
| (d) | Within
the last five years, TIL has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| (e) | During
the last five years, TIL has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation
with respect to such laws. |
| (a) | Mr.
Yanru Zhou is an individual and a citizen of the People’s Republic of China. |
| (b) | Mr.
Yanru Zhou’s Reporting Person’s address is Room 2803, Dachong Business Centre,
Dachong 1st Road. Nanshan District, Shenzhen, China. |
| (c) | Mr.
Yanru Zhou’s present principal occupation is a businessman. |
| (d) | Within
the last five years, Mr. Yanru Zhou has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During
the last five years, Mr. Yanru Zhou has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding
any violation with respect to such laws. |
| 4. | Eno
Group Limited (“EGL”) |
| (a) | EGL
is a corporation organized under the laws of Hong Kong, engaged in the business of investments. |
| (b) | EGL’s
address is Room 2803, Dachong Business Centre, Dachong 1st Road. Nanshan District, Shenzhen,
China. |
| (c) | Within
the last five years, EGL has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| (d) | During
the last five years, EGL has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation
with respect to such laws. |
Item
3. Source and Amount of Funds or Other Consideration
On August 23, 2021, the Issuer
completed a one (1) for five (5) reverse stock split (the “Reverse Split”) of the Issuer’s issued and outstanding ordinary
shares, par value $0.001 per share. References to the Issuer’s Shares in this statement are stated as having been retroactively
adjusted and restated to give effect to the Reverse Split.
As
previously reported, on August 31, 2020, Mr. Jun Liu entered into separate voting rights proxy agreements (“Voting Agreements”)
with Mr. Tao Jiang, Mr. Bo Jiang and Ms. Di Wang (each a “Holder”), pursuant to which each Holder granted Mr. Jun Liu the
right to vote all the Shares owned by such Holder. On January 29, 2021, the Issuer completed the disposition of 51.2% of the equity interest
of Leaping Group Co. Ltd (“LGC”), and sold all of the Issuer’s shares of LGC to the Holders in exchange for (i) 1,111,110
ordinary shares of the Issuer owned by the Holders and (ii) payment by the Holders in the amount of $2,300,000. The Issuer bought back
and subsequently cancelled the 1,111,110 ordinary shares.
From December 28, 2021 to
April 5, 2022, Mr. Jun Liu acquired 57,970 Shares of the Issuer in various open market transactions. Mr. Liu used his personal funds to
acquire the shares of Common Stock of the Issuer.
Item
4. Purpose of the Transaction
Mr.
Jun Liu acquired the Issuer’s shares of Common Stock for investment purposes. Subject to ongoing evaluation, the Reporting Person
has no current plans or proposals which relate to or would otherwise result in any of the following:
| (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 to 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 including, but
not limited to, if the Issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940; |
| (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 1934, as amended, or |
| (j) | Any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer
|
(a) |
As of the date hereof, Mr. Jun Liu, by virtue of his ownership and control of TIL, is deemed to beneficially own 5,318,830 Shares, consisting of (i) 3,440,860 Shares directly beneficially owned by TIL, (ii) 1,820,000 Shares pursuant to the EGL Assignment, and (iii) 57,970 Shares directly held by Mr. Jun Liu. Under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Act, Mr. Jun Liu may be deemed to beneficially own 5,318,830 Shares, which represent approximately 55.3% of the total outstanding ordinary shares of the Issuer. The calculation of this percentage is based on 9,627,452 Shares of the Issuer outstanding as of December 5, 2022, as reported on the Issuer’s Form 10Q, filed with the SEC on December 15, 2022. |
| (b) | The
following table sets forth the number of Shares as to which the respective Reporting Person
has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct
the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power
to dispose or to direct disposition: |
Reporting Person | |
Sole Voting Power | | |
Shared Voting Power* | | |
Sole Dispositive Power | | |
Shared Dispositive Power* | |
Mr. Jun Liu | |
| 57,970 | | |
| 5,318,830 | | |
| 57,970 | | |
| 5,260,860 | |
TIL | |
| 0 | | |
| 5,260,860 | | |
| 0 | | |
| 5,260,860 | |
Mr. Yanru Zhou | |
| 0 | | |
| 1,820,000 | | |
| 0 | | |
| 1,820,000 | |
EGL | |
| 0 | | |
| 1,820,000 | | |
| 0 | | |
| 1,820,000 | |
| * | Following
the EGL Assignment, TIL was assigned the power of attorney to all of the voting rights of the Shares owned by EGL. Mr. Liu, by virtue
of his ownership and control of TIL, may be deemed to have shared voting rights to vote all the Shares owned by EGL. However, Mr. Jun
Liu (i) is not entitled to any other rights as a shareholder of the Issuer as to the Shares held by EGL and (ii) disclaims any beneficial
ownership of the Shares which are covered by the EGL Assignment. |
| (c) | The
information contained in Items 3 and 4 above are hereby incorporated herein by reference
in entirety. In addition, transactions in the class of securities reported on that were effected
during the past sixty days or since the most recent filing of Schedule 13D, whichever is
less, by Mr. Jun Liu are described below: |
Transaction Date | |
Shares Acquired (Disposed) | | |
Price Per Share | | |
Description of Transaction |
12/28/2021 | |
| 14 | | |
$ | 3.06 | | |
Open Market Purchase |
12/28/2021 | |
| 2,680 | | |
$ | 3.11 | | |
Open Market Purchase |
12/28/2021 | |
| 208 | | |
$ | 3.10 | | |
Open Market Purchase |
12/29/2021 | |
| 900 | | |
$ | 3.10 | | |
Open Market Purchase |
12/29/2021 | |
| 1,198 | | |
$ | 3.15 | | |
Open Market Purchase |
12/29/2021 | |
| 5,000 | | |
$ | 3.23 | | |
Open Market Purchase |
12/29/2021 | |
| 4,000 | | |
$ | 3.25 | | |
Open Market Purchase |
12/29/2021 | |
| 7,000 | | |
$ | 3.29 | | |
Open Market Purchase |
12/29/2021 | |
| 100 | | |
$ | 3.31 | | |
Open Market Purchase |
12/29/2021 | |
| 44 | | |
$ | 3.34 | | |
Open Market Purchase |
12/29/2021 | |
| 201 | | |
$ | 3.30 | | |
Open Market Purchase |
12/29/2021 | |
| 1,756 | | |
$ | 3.28 | | |
Open Market Purchase |
2022/1/18 | |
| 500 | | |
$ | 4.45 | | |
Open Market Purchase |
2022/1/18 | |
| 200 | | |
$ | 4.07 | | |
Open Market Purchase |
2022/1/18 | |
| 1,000 | | |
$ | 4.067 | | |
Open Market Purchase |
2022/1/18 | |
| 1,000 | | |
$ | 4.152 | | |
Open Market Purchase |
2022/1/18 | |
| 600 | | |
$ | 4.178 | | |
Open Market Purchase |
2022/1/18 | |
| 500 | | |
$ | 4.444 | | |
Open Market Purchase |
2022/1/18 | |
| 500 | | |
$ | 4.426 | | |
Open Market Purchase |
2022/1/18 | |
| 4,000 | | |
$ | 4.4 | | |
Open Market Purchase |
2022/1/18 | |
| 243 | | |
$ | 4.39 | | |
Open Market Purchase |
2022/1/18 | |
| 213 | | |
$ | 4.39 | | |
Open Market Purchase |
2022/1/28 | |
| 200 | | |
$ | 4.635 | | |
Open Market Purchase |
2022/2/10 | |
| 11 | | |
$ | 3.88 | | |
Open Market Purchase |
2022/2/10 | |
| 10 | | |
$ | 3.95 | | |
Open Market Purchase |
2022/2/10 | |
| 1,000 | | |
$ | 3.929 | | |
Open Market Purchase |
2022/2/10 | |
| 1,000 | | |
$ | 3.948 | | |
Open Market Purchase |
2022/2/10 | |
| 22 | | |
$ | 3.95 | | |
Open Market Purchase |
2022/2/11 | |
| 900 | | |
$ | 3.966 | | |
Open Market Purchase |
2022/2/11 | |
| 300 | | |
$ | 3.97 | | |
Open Market Purchase |
2022/2/28 | |
| 100 | | |
$ | 4.15 | | |
Open Market Purchase |
2022/3/1 | |
| 4,000 | | |
$ | 3.935 | | |
Open Market Purchase |
2022/3/1 | |
| 3,000 | | |
$ | 3.94 | | |
Open Market Purchase |
2022/3/1 | |
| 2,000 | | |
$ | 3.949 | | |
Open Market Purchase |
2022/3/2 | |
| 1,000 | | |
$ | 3.88 | | |
Open Market Purchase |
2022/3/2 | |
| 1,000 | | |
$ | 3.935 | | |
Open Market Purchase |
2022/3/2 | |
| 100 | | |
$ | 3.915 | | |
Open Market Purchase |
2022/3/2 | |
| 300 | | |
$ | 3.969 | | |
Open Market Purchase |
2022/3/2 | |
| 200 | | |
$ | 4.11 | | |
Open Market Purchase |
2022/3/3 | |
| 200 | | |
$ | 3.87 | | |
Open Market Purchase |
2022/3/3 | |
| 200 | | |
$ | 3.85 | | |
Open Market Purchase |
2022/3/3 | |
| 200 | | |
$ | 3.88 | | |
Open Market Purchase |
2022/3/3 | |
| 100 | | |
$ | 3.9 | | |
Open Market Purchase |
2022/3/3 | |
| 500 | | |
$ | 3.89 | | |
Open Market Purchase |
2022/3/3 | |
| 200 | | |
$ | 3.89 | | |
Open Market Purchase |
2022/3/3 | |
| 100 | | |
$ | 4 | | |
Open Market Purchase |
2022/3/7 | |
| 200 | | |
$ | 3.898 | | |
Open Market Purchase |
2022/3/7 | |
| 200 | | |
$ | 3.879 | | |
Open Market Purchase |
2022/3/8 | |
| 200 | | |
$ | 3.83 | | |
Open Market Purchase |
2022/3/8 | |
| 150 | | |
$ | 3.831 | | |
Open Market Purchase |
2022/3/8 | |
| 300 | | |
$ | 3.846 | | |
Open Market Purchase |
2022/3/8 | |
| 200 | | |
$ | 3.84 | | |
Open Market Purchase |
2022/3/8 | |
| 150 | | |
$ | 3.84 | | |
Open Market Purchase |
2022/3/10 | |
| 30 | | |
$ | 3.85 | | |
Open Market Purchase |
2022/3/18 | |
| 70 | | |
$ | 3.778 | | |
Open Market Purchase |
2022/3/18 | |
| 100 | | |
$ | 3.78 | | |
Open Market Purchase |
2022/4/5 | |
| 400 | | |
$ | 3.645 | | |
Open Market Purchase |
| (d) | To
the knowledge of the Reporting Person, no persons other than the members of the Issuer who
are party to the EGL Assignment have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares or other securities of the
ordinary shares of the Issuer subject Issuer subject to the EGL Assignment. No Person is
known to the Reporting Person to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any Shares that may be beneficially
owned by the Reporting Person. |
The
above description of the EGL Assignment is not intended to be completed and are qualified in its entirety by reference to the EGL Assignment,
which was previously filed an exhibit to the Amendment No. 1 to Schedule 13D, filed with the SEC on February 18, 2021, and is incorporated
herein by reference.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
content of the foregoing Items is hereby incorporated herein by reference in entirety. Except as otherwise described in this Schedule
13D, to the knowledge of the Reporting Person there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in the foregoing Items.
Item
7. Materials to be Filed as Exhibits
| (1) | Incorporated
by reference as Exhibit 4.2 to the Issuer’s Current Report on Form 20-F filed with
the SEC on December 2, 2019. |
| (2) | Previously
filed as Exhibit 7 to the Amendment No. 1 to Schedule 13D filed with the SEC on February
18, 2021 |
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, 2023
|
Jun Liu |
|
|
|
/s/
Jun Liu |
|
By: Jun Liu, an individual |
|
|
|
Tianzhen Investments
Limited, |
|
a Samoa Company |
|
|
|
/s/ Jun Liu |
|
By: Jun Liu |
|
Title: Sole Director |
|
|
|
Yanru Zhou |
|
|
|
/s/
Yanru Zhou |
|
By: Yanru Zhou, an individual |
|
|
|
Eno Group Limited, |
|
a Hong Kong company |
|
|
|
/s/
Yanru Zhou |
|
By: Yanru Zhou |
|
Title: Sole Director |
Attention
- Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby acknowledge and agree that
the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information
concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning
the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate. The undersigned
each expressly authorize each other to file any and all amendments to such statement on their behalf. The undersigned agree that this
joint filing agreement may be signed in counterparts.
Dated: February 6, 2023
|
Jun Liu |
|
|
|
/s/
Jun Liu |
|
By: Jun Liu, an individual |
|
|
|
Tianzhen Investments
Limited, |
|
a Samoa Company |
|
|
|
/s/
Jun Liu |
|
By: Jun Liu |
|
Title: Sole Director |
|
|
|
Yanru Zhou |
|
|
|
/s/
Yanru Zhou |
|
By: Yanru Zhou, an individual |
|
|
|
Eno Group Limited, |
|
a Hong Kong company |
|
|
|
/s/
Yanru Zhou |
|
By: Yanru Zhou |
|
Title: Sole Director |
12
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