(Amendment No. 5)*
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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 Rule 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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Bin Zhou |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (See Instructions) |
| PF |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| People’s Republic of China |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 9,942,000 |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 9,942,000 |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 9,942,000 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 13.79% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| IN |
This Amendment No. 5 to Schedule
13D (“Amendment No. 5”) amends and supplements the information set forth in the Schedule 13D filed by Bin Zhou (the “Reporting
Person”) with the Securities and Exchange Commission (the “SEC”) on July 27, 2022 (together with this Amendment No.
5, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the
initial Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the previous information reported
in the initial Schedule 13D.
Items 3, 4 and 5 are hereby
amended and restated in their entirety as follows:
Item 3. Source and Amount of Funds or Other
Considerations
On May 14, 2019, pursuant
to the terms of a share exchange agreement (the “SEA”), a subsidiary of the Issuer acquired all of the outstanding equity
interests of Bozhuang, in exchange for the issuance of a total of 1,080,000 shares of Common Stock to the former shareholders of Bozhuang.
As a former shareholder of Bozhuang and in exchange for his 90% of equity interests in Bozhuang, the Reporting Person received 972,000
shares of Common Stock.
On August 11, 2020, pursuant
to the terms of a stock purchase agreement (the “SPA”), the Reporting Person purchased 650,000 shares of Common Stock from
an existing stockholder of the Issuer at $2.6 per share for an aggregate purchase price of $1,690,000. The source of the fund was the
personal funds of the Reporting Person.
On May 25, 2021, pursuant
to the terms of a Share Purchase Agreement (the “SPA”), the Reporting Person purchased 1,320,000 shares of Common Stock from
an existing stockholder of the Issuer at $2.5 per share for an aggregate purchase price of $3,300,000. The source of the fund was the
personal funds of the Reporting Person.
On September 27, 2021, pursuant
to the terms of a Share Purchase Agreement (the SPA”), the Reporting Person purchased 1,320,000 shares of Common Stock from an existing
stockholder of the Issuer at $2.6 per share for an aggregate purchase price of $3,432,000. The source of the fund was the personal funds
of the Reporting Person.
On July 22, 2022, pursuant
to the terms of a Share Purchase Agreement (the SPA”), the Reporting Person purchased 4,800,000 shares of Common Stock from an existing
stockholder of the Issuer at $1.5 per share for an aggregate purchase price of $7,200,000. The source of the fund was the personal funds
of the Reporting Person.
On July 27, 2022, pursuant
to the terms of a Share Purchase Agreement (the SPA”), the Reporting Person purchased 880,000 shares of Common Stock from an existing
stockholder of the Issuer at $1.61 per share for an aggregate purchase price of $1,416,800. The source of the fund was the personal funds
of the Reporting Person.
Item 4. Purpose of Transaction
The response to Item 3 of
this Schedule 13D is incorporated by reference herein.
The acquisition of securities
set forth in the Schedule 13D filed on May 24, 2019, pursuant to the SEA, was to consummate the Issuer’s acquisition of Bozhuang
and to diversify the Issuer’s business by adding the offering of Bozhuang’s tea products. In connection with the acquisition
of securities by the Reporting Person under the SEA, the Issuer appointed the Reporting Person as a director of the Issuer.
The acquisition of securities
set forth in the Schedule 13D filed on September 1, 2020, pursuant to the SPA, was for investment purposes.
The acquisition of securities
set forth in the Schedule 13D filed on May 26, 2021, pursuant to the SPA, was for investment purposes.
The acquisition of securities
set forth in the Schedule 13D filed on September 27, 2021, pursuant to the SPA, was for investment purposes.
The acquisition of securities
set forth in the Schedule 13D filed on July 27, 2022, pursuant to the SPA, was for investment purposes.
The acquisition of securities
set forth in this Schedule 13D, pursuant to the SPA, was for investment purposes.
Except as otherwise described
above, there are no other current plans or proposals which the reporting persons may have which relate to or would result in:
(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 Act; or
(j) Any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage
of shares of Common Stock reported owned by the Reporting Person is based upon the total 72,081,930 shares of Common Stock outstanding
as of August 4, 2022.
(b) The Reporting Person has
sole beneficial ownership of an aggregate of 9,942,000 shares of Common Stock, or approximately 13.79% of the outstanding shares of Common
Stock. The Reporting Person has the sole power to vote, direct the vote, dispose or direct the disposal of these 9,942,000 shares of Common
Stock.
(c) Other than the transactions
described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the
last 60 days.
(d) No other persons are known
that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
(e) Not Applicable.
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: August 5, 2022 |
/s/ Bin Zhou |
| |
Bin Zhou |
4