Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* 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. G0602B100
1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities
only).
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Qiuli Wang
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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☐
¨
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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
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People’s Republic of China
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Number of
Shares
Beneficially by
Owned
by
Each
Reporting
Person With
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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0(1)
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7.
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Sole Dispositive Power
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0(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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0(1)
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10.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row
(11)
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0%(2)
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12.
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Type
of Reporting Person (See Instructions)
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IN
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(1)
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Pursuant to the Supplemental Divorce Settlement Agreement by
and between Quili Wang and Jun Liu, dated February 10, 2021, Quili Wang (i) resigned as director of Tianzhen Investments Limited,
a Samoa company (“Tianzhen”), and (ii) assigned her entire equity interest in Tianzhen to Mr. Jun Liu, who is the president
and chairman of the Board of Directors of the Issuer. In addition, on February 10, 2021, the voting rights proxy agreement between
Ms. Wang and Eno Group Limited, a Hong Kong company (“Eno”), dated September 30, 2018, pursuant to which Eno Group
Limited granted Qiuli Wang the right to vote all the shares of the Issuer owned by Eno Group Limited, was assigned to Tianzhen
Investments Limited. Accordingly, Ms. Wang no longer beneficially owns any shares of the Issuer.
|
AMENDMENT NO. 2 TO SCHEDULE 13G/A
Item 1(a). Name of Issuer
ATIF Holdings Limited (the “Issuer”)
Item 1(b). Address of Issuer’s
Principal Executive Office
Room 2803, Dachong Business Centre, Dachong
1st Road
Nanshan District, Shenzhen, China
Item 2(a). Name of Person Filing
Qiuli Wang
Item 2(b). Address of Principal Business
Office
Room 806, Unit 1, Building 8, Phase 2,
Xiang Shan Li Garden, No. 8 Qiaobei 3 Street
Nanshan District, Shenzhen, China
Item 2(c). Citizenship
Ms. Qiuli Wang is a citizen of the People’s Republic of
China.
Item 2(d). Title of Class of Securities
Ordinary Shares, par value $0.001 per share
Item 2(e). CUSIP Number
G0602B100
Item
3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨ Broker or dealer registered
under Section 15 of the Exchange Act;
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(b)
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¨ Bank as defined in Section 3(a)(6) of
the Exchange Act;
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(c)
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¨ Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨ Investment
company registered under Section 8 of the Investment Company Act;
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(e)
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¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨ A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act;
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(i)
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¨ A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act;
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(j)
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¨ A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
____________.
|
Item
4. Ownership
The responses to Items 5-11 of the cover page of this Schedule
13G are incorporated herein by reference.
Pursuant to the Supplemental Divorce Settlement Agreement by
and between Quili Wang and Jun Liu, dated February 10, 2021, Quili Wang (i) resigned as director of Tianzhen Investments Limited,
a Samoa company (“Tianzhen”), and (ii) assigned her entire equity interest in Tianzhen to Mr. Jun Liu (“Assignment”),
who is the president and chairman of the Board of Directors of the Issuer. In addition, on February 10, 2021, the voting rights
proxy agreement between Ms. Wang and Eno Group Limited (“Eno”, a Hong Kong company, dated September 30, 2018, pursuant
to which Eno Group Limited granted Qiuli Wang the right to vote all the shares of the Issuer owned by Eno Group Limited, was assigned
to Tianzhen (“Eno Assignment”). Accordingly, Ms. Wang no longer beneficially owns any ordinary shares of the Issuer.
Item 5. Ownership of Five Percent or
Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ☒
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
Not applicable.
Item 9. Notice of Dissolution of Group
Following the resignation of Ms. Qiuli Wang as sole director
of Tianzhen, the Assignment and the Eno Assignment on February 10, 2021, Tianzhen, Eno and Mr. Yanru Zhou, who is the sole director
and owner of Eno, who together with Ms. Wang, previously reported their beneficial ownership of the shares of the Issuer as a group
for the purposes of Regulation 13G, dissolved their previously-reported group. All further filings under Regulation 13G with respect
to transactions in the Shares of the Issuer by the Ms. Wang will be filed, if required, by Ms. Wang, in her individual capacity.
In that regard, Tianzhen, Eno and Mr. Yanru Zhou will be joint filing a Schedule 13D/A with Mr. Jun Liu to report their beneficial
ownership of the Issuer’s Shares as a group.
Item
10 . Certification
Not applicable.
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 18, 2021
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Qiuli
Wang
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|
|
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/s/ Qiuli Wang
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Qiuli Wang, an individual
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
Exhibit Index
6