Filing Details

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	SCHEDULE 13G
CUSIP No. G10830100		Page 2 of 12

 

1	NAMES OF REPORTING PERSONS
	Ever Regal Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			4,620,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			4,620,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,620,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20.51%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 3 of 12

 

1	NAMES OF REPORTING PERSONS
	Fairy Eagle Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			4,620,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			4,620,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,620,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20.51%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 4 of 12

 

1	NAMES OF REPORTING PERSONS
	Rosy Time Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,990,000
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,990,000
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,990,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.71%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 5 of 12

 

1	NAMES OF REPORTING PERSONS
	Lan Huang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			4,620,000
		6	SHARED VOTING POWER
			8,907,037(1)(2)
		7	SOLE DISPOSITIVE POWER
			4,620,000
		8	SHARED DISPOSITIVE POWER
			8,907,037(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,527,037(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	60.04%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

(1)	Includes 160,000 Ordinary Shares of BeyondSpring Inc., par value $0.0001 per share (“Ordinary Shares”), owned directly by Wanchun Biotechnology Co., LTD (“Wanchun Biotech”).  Dr. Lan Huang and Mr. Linqing Jia, her spouse, own 100% of the equity interests in Wanchun Biotech.

(2)	Includes 137,037 Ordinary Shares held directly by Mr. Jia.

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 6 of 12

 

1	NAMES OF REPORTING PERSONS
	Linqing Jia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			8,747,037(1)
		6	SHARED VOTING POWER
			4,780,000(2)
		7	SOLE DISPOSITIVE POWER
			8,747,037(1)
		8	SHARED DISPOSITIVE POWER
			4,780,000(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,527,037(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	60.04%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

(1)	Includes 137,037 Ordinary Shares held directly by Mr. Jia.

(2)	Includes 160,000 Ordinary Shares owned directly by Wanchun Biotech.  Mr. Linqing Jia, and Dr. Lan Huang, his spouse, own 100% of the equity interests in Wanchun Biotech.

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 7 of 12

 

Item 1(a)

Name of Issuer:

 

BeyondSpring Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

28 Liberty Street, 39^th Floor

New York, New York 10005

 

Item 2(a)-(c)

Name of Persons Filing; Address of Principal Business Office; and Citizenship

 

This Schedule 13G is filed jointly by each of the following persons (each a “Reporting Person” and, collectively, as the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

 

1.

Ever Regal Group Limited, a limited liability company organized under the laws of the British Virgin Islands (“Ever Regal”), in its capacity as the direct owner of 4,620,000 of the Issuer’s Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”);

 

2.

Fairy Eagle Investment Limited, a limited liability company organized under the laws of the British Virgin Islands (“Fairy Eagle”), in its capacity as the direct owner of 4,620,000 Ordinary Shares;

 

3.

Rosy Time Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Rosy Time”), in its capacity as the direct owner of 3,990,000 Ordinary Shares;

 

4.

Lan Huang, a Chinese citizen (“Dr. Huang”), in Dr. Huang’s capacity as the sole owner of Ever Regal; and

 

5.

Linqing Jia, a Chinese citizen (“Mr. Jia”), in Mr. Jia’s capacity as the sole owner of each of Fairy Eagle and Rosy Time.

 

Dr. Huang, is the Co-founder, Chairman and Chief Executive Officer of the Issuer.  Mr. Jia is the Co-founder of the Issuer and the spouse of Dr. Huang.

 

The address for each of the Reporting Persons is c/o BeyondSpring Inc., 28 Liberty Street, 39^th Floor, New York, NY 10005.

 

Item 2(d)

Title of class of securities:

 

Ordinary Shares, par value $0.0001 per share

 

Item 2(e)

CUSIP No.:

 

G10830100

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 8 of 12

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership:

 

	A.	Ever Regal
		Amount beneficially owned:4,620,000
		Percent of class:  20.51%
		Number of shares to which the person has:
		(i)	Sole Voting Power:	4,620,000
		(ii)	Shared Voting Power:	0
		(iii)	Sole Dispositive Power:	4,620,000
		(iv)	Shared Dispositive Power:	0

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 9 of 12

 

	B.	Fairy Eagle
		Amount beneficially owned: 4,620,000
		Percent of class:  20.51%
		Number of shares to which the person has:
		(i)	Sole Voting Power:	4,620,000
		(ii)	Shared Voting Power:	0
		(iii)	Sole Dispositive Power:	4,620,000
		(iv)	Shared Dispositive Power:	0
	C.	Rosy Time
		Amount beneficially owned: 3,990,000
		Percent of class:  17.71%
		Number of shares to which the person has:
		(i)	Sole Voting Power:	3,990,000
		(ii)	Shared Voting Power:	0
		(iii)	Sole Dispositive Power:	3,990,000
		(iv)	Shared Dispositive Power:	0
	D.	Dr. Huang
		Amount beneficially owned: 13,527,037
		Percent of class: 60.04%
		Number of shares to which the person has:
		(i)	Sole Voting Power:	4,620,000
		(ii)	Shared Voting Power:	8,907,037
		(iii)	Sole Dispositive Power:	4,620,000
		(iv)	Shared Dispositive Power:	8,907,037
	E.	Mr. Jia
		Amount beneficially owned: 13,527,037
		Percent of class: 60.04%
		Number of shares to which the person has:
		(i)	Sole Voting Power:	8,747,037
		(ii)	Shared Voting Power:	4,780,000
		(iii)	Sole Dispositive Power:	8,747,037
		(iv)	Shared Dispositive Power:	4,780,000

 

Dr. Huang is the sole owner of Ever Regal and, as such, has the ability to direct the management of the business of Ever Regal, including the power to direct decisions regarding the vote and disposition of securities held by Ever Regal; therefore, Dr. Huang may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by Ever Regal.  Dr. Huang is the spouse of Mr. Jia.

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 10 of 12

 

Mr. Jia is the sole owner of each of Fairy Eagle and Rosy Time and, as such, has the ability to direct the management of the business of each of Fairy Eagle and Rosy Time, including the power to direct decisions regarding the vote and disposition of securities held by each of Fairy Eagle and Rosy Time; therefore, Mr. Jia may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by each of Fairy Eagle and Rosy Time.  Mr. Jia is the spouse of Dr. Huang.

 

The percentages used in this Schedule 13G are calculated based upon the Issuer’s 22,530,702 issued and outstanding Ordinary Shares as of February 12, 2018, as reported by the Issuer to the Reporting Persons.

 

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Ordinary Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

 

Item 5.

Ownership of 5 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 five percent of the class of securities, check the following. ☐

 

Item 6.

Ownership of More than 5 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 or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 11 of 12

 

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 14, 2018

 

	EVER REGAL GROUP LIMITED
	By:		/s/ Lan Huang
	Name:		Lan Huang
	Title:		Director
	FAIRY EAGLE INVESTMENT LIMITED
	By:		/s/ Linqing Jia
	Name:		Linqing Jia
	Title:		Director
	ROSY TIME HOLDINGS LIMITED
	By:		/s/ Linqing Jia
	Name:		Linqing Jia
	Title:		Director
	/s/ Lan Huang
	Lan Huang
	/s/ Linqing Jia
	Linqing Jia

 

	SCHEDULE 13G
CUSIP No. G10830100		Page 12 of 12

 

EXHIBIT INDEX

 

Exhibit  1

Joint Filing Agreement, dated as of February 14, 2018, by and among Ever Regal Group Limited, Fairy Eagle Investment Limited, Rosy Time Holdings Limited, Lan Huang and Linqing Jia, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

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