Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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

1. Name and Address of Reporting Person ^* LEUNG CHI WAH	2. Issuer Name and Ticker or Trading Symbol NETWORK CN INC [ NWCN.OB ]	5. 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
(Last) (First) (Middle) FLAT 2B, OLYMPAIN MANSION, 9 CONDUIT ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 10/28/2021
(Street) MID-LEVEL, K3 00000 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $0.001 par value								2028967 ⁽¹⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock $0.001 par value	10/28/2021 ⁽²⁾		A		11764756	A	$0.169	11764756	D
Stock grant ⁽³⁾	8/30/2013 ⁽³⁾		A		8000 ⁽³⁾	A	$0	8000 ⁽³⁾	D
Stock grant ⁽⁴⁾	2/23/2015 ⁽⁴⁾		A		13333 ⁽⁴⁾	A	$0	13333 ⁽⁴⁾	D
Stock grant ⁽⁵⁾	8/28/2015 ⁽⁵⁾		A		13333 ⁽⁵⁾	A	$0	13333 ⁽⁵⁾	D
Stock grant ⁽⁶⁾	12/31/2021 ⁽⁶⁾		A		52172 ⁽⁶⁾	A	$0	52172 ⁽⁶⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Total of the 2,028,968 shares were held by the reporting person, 44,707 are held by Keywin Holdings Ltd. and 1,984,261 shares are held directly by the reporting person.
(2)	On October 28, 2021, Keywin Holdings Ltd exercised its right to convert the share options in to 11,764,756shares
(3)	On August 30, 2013, the reporting person received an aggregate award of 8,000 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2014, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2014, the scheduled vesting date. The shares are not issued.
(4)	On February 23, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2015, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2015, the scheduled vesting date. The shares are not issued.
(5)	On August 28, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between August 28, 2015 and June 30, 2016, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2016, the scheduled vesting date.
(6)	On December 31, 2021, the reporting person received an aggregate award of 52,172 shares of the Issuer's common stock, as consideration for services rendered as a director.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEUNG CHI WAH FLAT 2B, OLYMPAIN MANSION 9 CONDUIT ROAD MID-LEVEL, K3 00000	X	X	Chief Executive Officer