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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