Filing Details

¨ 

Rule 13d-1(b)

¨

Rule 13d-1(c)

x 

Rule 13d-1(d)

1. Names of Reporting Persons

Fine victory holding company Limited

2. Check the Appropriate Box if a Member of a Group

(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

0

6. Shared Voting Power

9,069,000 ⁽¹⁾⁽²⁾

7. Sole Dispositive Power

0

8. Shared Dispositive Power

9,069,000 ⁽¹⁾⁽²⁾

9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,000 ⁽¹⁾⁽²⁾

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

11. Percent of Class Represented by Amount in Row (9)

35.0% ⁽²⁾⁽³⁾

12. Type of Reporting Person

CO

(1)

Consists of 9,069,000 Class B Common Shares held directly by Fine victory holding company Limited. Each holder of Class B Common Shares is entitled to three votes for each Class B Common Share which such shareholder holds. Class B common shares are convertible into Class A Common Shares on a one for one basis. Silong Chen is the sole owner and the director of Fine victory holding company Limited and has sole voting and dispositive power over all shares held by Fine victory holding company Limited.

(2)

Assumes conversion of all such reporting persons Class B Common Shares into Class A Common Shares.

(3)

The percentages set forth in this Schedule 13G are calculated on the basis of 16,844,631 Class A Common Shares outstanding as of May 31, 2018, plus 9,069,000 shares of Class A Common Shares issuable upon conversion of the Class B Common Shares beneficially owned by the reporting person.  

1. Names of Reporting Persons

Silong Chen

2. Check the Appropriate Box if a Member of a Group

(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

0

6. Shared Voting Power

9,069,000 ⁽¹⁾⁽²⁾

7. Sole Dispositive Power

0

8. Shared Dispositive Power

9,069,000 ⁽¹⁾⁽²⁾

9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,000⁽¹⁾⁽²⁾

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

11. Percent of Class Represented by Amount in Row (9)

35.0% ⁽²⁾⁽³⁾

12. Type of Reporting Person

IN

(1)

Consists of 9,069,000 Class B Common Shares held directly by Fine victory holding company Limited. Each holder of Class B Common Shares is entitled to three votes for each Class B Common Share which such shareholder holds. Class B common shares are convertible into Class A Common Shares on a one for one basis. Silong Chen is the sole owner and the director of Fine victory holding company Limited and has sole voting and dispositive power over all shares held by Fine victory holding company Limited.

(2)

Assumes conversion of all such reporting persons Class B Common Shares into Class A Common Shares.

(3)

The percentages set forth in this Schedule 13G are calculated on the basis of 16,844,631 Class A Common Shares outstanding as of May 31, 2018, plus 9,069,000 shares of Class A Common Shares issuable upon conversion of the Class B Common Shares beneficially owned by the reporting person.  

(a)

Name of Issuer:

(b)

Address of Issuers Principal Executive Offices:

(a)

Name of Person Filing:

(b)

Address of Principal Business Office, or if None, Residence:

(c)

Citizenship:

(d)

Title of Class of Securities:

(e)

CUSIP Number:

(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 §240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

¨

A savings associations 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 of 1940 (15 U.S.C. 80a-3);

(j)

¨

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J)

(k)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Amount
beneficially
owned:

Percent
of
class:

Sole power
to vote or
direct the
vote:

Shared
power to
vote or to
direct

the vote:

Sole power to
dispose or to
direct the
disposition of:

Shared power
to dispose or to

direct the
disposition of:

Fine victory holding company Limited

9,069,000

35.0%

0

9,069,000

0

9,069,000

Silong Chen

9,069,000

35.0%

0

9,069,000

0

9,069,000

Date: July 16, 2018

(Signature)

/s/ Silong Chen

Silong Chen, Director

Fine victory holding company Limited

 /s/ Silong Chen

Silong Chen

Exhibit No.

Description

99.1

Joint Filing Agreement