Initial Statement of Beneficial Ownership (3)
August 01 2022 - 02:53PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Liu Jun |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
8/1/2022
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3. Issuer Name and Ticker or Trading
Symbol ATIF Holdings Ltd [ATIF] |
|
(Last)
(First)
(Middle)
C/O ATIF HOLDINGS LIMITED, 25391 COMMERCENTRE DR., STE
200 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director ___X___
10% Owner
___X___ Officer (give title
below) _____
Other (specify below)
Chief Executive Officer / |
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(Street)
LAKE
FOREST, CA 92630
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
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Ordinary Shares |
3440860 |
I (1) |
By Tianzhen Investments Limited (1)(2) |
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Ordinary Shares |
7470 |
D (3) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of
Responses: |
| (1) |
Represents shares of the
Issuer's ordinary shares directly held by Tianzhen Investments
Limited ("Tianzhen"). Mr. Jun Liu is the sole director and
shareholder of Tianzhen and may be deemed to beneficially own such
shares of ordinary shares by Tianzhen. |
| (2) |
For purposes of Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), each Reporting Person disclaims beneficial ownership of any
such securities, except to the extent of his pecuniary interest
therein, if any, and this report shall not be deemed an admission
that such Reporting Person is the beneficial owner of such
securities for purposes of Section 16 or otherwise. |
| (3) |
Mr. Jun Liu directly holds
7,470 shares of the Issuer's ordinary shares. Tianzhen disclaims
beneficial ownership of these shares, and the inclusion of these
shares in this report shall not be deemed an admission of
beneficial ownership of such reported shares by Tianzhen for
purposes of Section 16 of the Exchange Act or for any other
purpose. |
Remarks:
*Mr. Jun Liu, is signing on behalf of (i) himself as an individual
Reporting Person and (ii) Tianzhen Investments Limited, in his
capacity as sole director. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
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Director |
10% Owner |
Officer |
Other |
Liu Jun
C/O ATIF HOLDINGS LIMITED
25391 COMMERCENTRE DR., STE 200
LAKE FOREST, CA 92630 |
X |
X |
Chief Executive Officer |
|
Tianzhen Investments Ltd
C/O ATIF HOLDINGS LIMITED
25391 COMMERCENTRE DR., STE 200
LAKE FOREST, CA 92630 |
|
X |
|
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Signatures
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/s/ Jun Liu |
|
8/1/2022 |
| **Signature of
Reporting Person |
Date |
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/s/ Tianzhen Investments Limited, by: Jun Liu,
Sole Director* |
|
8/1/2022 |
| **Signature of
Reporting Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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