Filing Details

The business address of the Reporting Persons is 27/F, Pearl River Tower, No. 15 West Zhujiang Road, Guangzhou, 510623.

Mr. Hu serves as a Director of both Sea Synergy and Summer Day. Sea Synergy and Summer Day are limited liability companies without any substantive operations.

During the last five years, the Reporting Persons have not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Hu is a PRC citizen. Sea Synergy and Summer Day are both exempt company with limited liability incorporated under the laws of British Virgin Island.

The information set forth in Items 2, Item 4 and Item 6 is hereby incorporated by reference into this Item 3. On March 14, 2025, Sea Synergy Limited sent a written request (the "Written Request") to the Issuer to convert all of its Class B Ordinary Shares amounting 400,000,000 into fully paid and non-assessable Class A ordinary shares (the "Converted Class A ordinary shares") of the Issuer. With the approval of the board of directors of the Issuer, the conversion of the Class B ordinary shares (the "Share Conversion") has been completed on March 14, 2025. Also on March 14, 2025, Sea Synergy entered into share purchase and sale agreements with Vast Fame Global Limited and Foxtrot Holding Ltd. Under these agreements, Sea Synergy transferred 68,490,122 Class A ordinary shares to Vast Fame Global Limited and 26,358,933 Class A ordinary shares to Foxtrot Holding Ltd., at a price of approximately US$0.108 per ordinary share, or US$0.163 per ADS, for total consideration of US$7,442,593 and US$2,864,337, respectively. The share transfers were completed on March 14, 2025. Following aforementioned transaction, Sea Synergy and Mr. Yinan Hu hold approximately 29.14% of the aggregate issued and outstanding Ordinary Shares and 0.66% of the voting power of the Issuer.

The Reporting Persons acquired beneficial ownership of the Ordinary Shares as described in this Schedule 13D for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Each Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D, depending on various factors, including but not limited to the Issuer's business, prospects, financial position and strategic direction, price levels of the ADSs, conditions in the securities markets, and general economic and industry conditions,. Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Ordinary Shares. The Reporting Persons expect that they will, from time to time, review their investment position in the Issuer and may make additional purchases of Ordinary Shares (or other securities convertible or exercisable into Ordinary Shares) in the open market or in privately negotiated transactions, or hold or dispose of all or part of their investments in the Ordinary Shares, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects, financial condition and strategic direction, the market for the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Except as set forth in this Items 3, 4 and 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

The aggregate number of ordinary shares beneficially owned by the Reporting Persons is 400,000,000 Class A ordinary shares directly held by Sea Synergy which is 100% held by Summer Day. Summer Day is 100% held by Mr. Yinan Hu. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Summer Day Limited and Mr. Hu may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Sea Synergy. The Reporting Persons' aggregate percentage of beneficial ownership is 29.14%, representing 0.66% of the voting power of the Issuer. Percentage of beneficial ownership of Reporting Persons is based on 1,372,547,538 ordinary shares, comprising of 772,547,538 Class A ordinary shares and 600,000,000 Class B ordinary shares, of the Issuer outstanding as of March 14, 2025 according to records of the Issuer. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote.

Each of the Reporting Persons has sole voting and dispositive power over the ordinary shares of reported in this Schedule 13D.

During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the director and officer of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer except as reported herein.

To the best knowledge of the Reporting Persons, except for the agreement described in this Schedule 13D, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer that they beneficially own.

Not applicable.

The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D/A is incorporated by reference. On March 14, 2025, in connection with the Share Conversion, Sea Synergy entered into a Supplement Agreement to the Share Subscription Agreement made on December 30, 2024 with the Issuer, pursuant to which Sea Synergy agreed not to transfer, sell, or otherwise dispose of any Converted Class A ordinary shares or similar securities of the Issuer held by it, without the prior approval of the board of directors of the Issuer for a period of five years after March 14, 2025. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and between the Reporting Persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 1: Joint Filing Agreement dated March 18, 2024 by and between the Reporting Persons Exhibit 2: List of directors and executive officers of (i) Sea Synergy and (ii) Summer Day (filed herewith) Exhibit 3: Share Purchase And Sale Agreement, made between Sea Synergy Limited and Vast Fame Global Limited Exhibit 4: Share Purchase And Sale Agreement, made between Sea Synergy Limited and Foxtrot Holding Ltd