Amended Statement of Ownership (sc 13g/a)
09 Février 2023 - 10:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 |
|
SCHEDULE 13G
(Rule 13d-102) |
|
Information to Be Included in Statements Filed
Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)* |
|
Niu
Technologies |
(Name of Issuer) |
|
Ordinary Shares, par value
of $0.0001 per share |
(Title of Class of Securities) |
|
65481N 100 ** |
(CUSIP Number) |
|
December 31, 2022 |
(Date of Event Which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed: |
|
¨
Rule 13d-1(b) |
|
¨
Rule 13d-1(c) |
|
x
Rule 13d-1(d) |
|
* 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 the disclosures provided in a prior cover page. |
|
** CUSIP number 65481N 100 has been assigned to the American depositary shares
(“ADSs”) of the issuer, which are quoted on The Nasdaq Stock Market under the symbol “NIU.” Each ADS represents
two Class A ordinary shares of the issuer. No CUSIP number has been assigned to the ordinary shares of the Issuer. |
|
The information required in 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). |
|
1 |
Name
of Reporting Person
Niu Holding Inc. |
|
|
|
|
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 |
|
9,927,020 |
6 |
Shared Voting Power |
|
0 |
7 |
Sole Dispositive Power
|
|
9,927,020 |
8 |
Shared Dispositive
Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
9,927,020 |
|
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
¨ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
6.4%.
*The voting power of the shares beneficially owned represent 19.5%
of the total outstanding voting power. |
|
12 |
Type
of Reporting Person
CO |
|
|
|
|
|
|
* The percentage of class of securities beneficially
owned by the Reporting Person is based on a total of 154,261,562 outstanding
ordinary shares (being the sum of 137,719,542 Class A ordinary shares and 16,542,020
Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2022, assuming conversion of all Class
B ordinary shares into Class A ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the Reporting Person by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares as a single class as of December 31, 2022. Class B ordinary shares are convertible at any time by the holder thereof
into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares
under any circumstances. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares
is entitled to four votes per share on all matters submitted to them for a vote.
|
1 |
Name
of Reporting Person
LUCK GENIE HOLDINGS 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 |
|
8,207,020 |
6 |
Shared Voting Power |
|
0 |
7 |
Sole Dispositive Power
|
|
8,207,020 |
8 |
Shared Dispositive
Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
8,207,020 |
|
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
¨ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
5.3%.
*The voting power of the shares beneficially owned represent 16.1%
of the total outstanding voting power. |
|
12 |
Type
of Reporting Person
CO |
|
|
|
|
|
|
* The percentage of class of securities beneficially
owned by the Reporting Person is based on a total of 154,261,562 outstanding
ordinary shares (being the sum of 137,719,542 Class A ordinary shares and 16,542,020
Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2022, assuming conversion of all Class
B ordinary shares into Class A ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the Reporting Person by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares as a single class as of December 31, 2022. Class B ordinary shares are convertible at any time by the holder thereof
into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares
under any circumstances. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares
is entitled to four votes per share on all matters submitted to them for a vote.
|
1 |
Name
of Reporting Person
Legend Champ Investment 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 |
|
8,207,020 |
6 |
Shared Voting Power |
|
0 |
7 |
Sole Dispositive Power
|
|
8,207,020 |
8 |
Shared Dispositive
Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
8,207,020 |
|
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
¨ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
5.3%.
*The voting power of the shares beneficially owned represent 16.1% of the total outstanding voting power. |
|
12 |
Type
of Reporting Person
CO |
|
|
|
|
|
|
* The percentage of class of securities beneficially
owned by the Reporting Person is based on a total of 154,261,562 outstanding
ordinary shares (being the sum of 137,719,542 Class A ordinary shares and 16,542,020
Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2022, assuming conversion of all Class
B ordinary shares into Class A ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the Reporting Person by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares as a single class as of December 31, 2022. Class B ordinary shares are convertible at any time by the holder thereof
into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares
under any circumstances. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares
is entitled to four votes per share on all matters submitted to them for a vote.
|
1 |
Name
of Reporting Person
Token Who Cares Trust |
|
|
|
|
2 |
Check the Appropriate Box if a
Member of a Group |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
|
|
3 |
SEC Use
Only |
|
|
|
|
4 |
Citizenship
or Place of Organization
People’s Republic of China |
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power |
|
8,207,020 |
6 |
Shared Voting Power
|
|
0 |
7 |
Sole Dispositive Power
|
|
8,207,020 |
8 |
Shared Dispositive
Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
8,207,020 |
|
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
¨ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
5.3%.
*The voting power of the shares beneficially owned represent 16.1% of the total outstanding voting power. |
|
12 |
Type
of Reporting Person
OO |
|
|
|
|
|
|
* The percentage of class of securities beneficially owned by the
Reporting Person is based on a total of 154,261,562 outstanding ordinary
shares (being the sum of 137,719,542 Class A ordinary shares and 16,542,020
Class B ordinary shares) of the Issuer outstanding as a single class as of December 31, 2022, assuming conversion of all Class
B ordinary shares into Class A ordinary shares. The percentage of voting power is calculated by dividing the voting power beneficially
owned by the Reporting Person by the voting power of all of the Issuer’s outstanding Class A ordinary shares and Class B
ordinary shares as a single class as of December 31, 2022. Class B ordinary shares are convertible at any time by the holder thereof
into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares
under any circumstances. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares
is entitled to four votes per share on all matters submitted to them for a vote.
|
1 |
Name
of Reporting Person
Token Yilin Hu |
|
|
|
|
2 |
Check the Appropriate Box if a
Member of a Group |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
|
|
3 |
SEC Use
Only |
|
|
|
|
4 |
Citizenship
or Place of Organization
People’s Republic of China |
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power |
|
8,207,020 |
6 |
Shared Voting Power
|
|
0 |
7 |
Sole Dispositive Power
|
|
8,207,020 |
8 |
Shared Dispositive
Power |
|
|
0 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
8,207,020 |
|
10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares |
|
|
¨ |
|
11 |
Percent
of Class Represented by Amount in Row 9 |
|
|
5.3%.
*The voting power of the shares beneficially owned represent 16.1%
of the total outstanding voting power. |
|
12 |
Type
of Reporting Person
IN |
|
|
|
|
|
|
* The percentage of class of securities beneficially
owned by the Reporting Person is based on a total of 154,261,562 outstanding
ordinary shares (being the sum of 137,719,542 Class A ordinary shares
and 16,542,020 Class B ordinary shares) of the Issuer outstanding as
a single class as of December 31, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares. The percentage
of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the
Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Class
B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class
A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A Shares is entitled
to one vote per share and each holder of Class B Shares is entitled to four votes per share on all matters submitted to them for
a vote.
Item
1(a). |
Name of Issuer:
Niu Technologies (the “Issuer”) |
Item 1(b). |
Address
of Issuer’s Principal Executive Offices:
No.1 Building, No. 195 Huilongguan East Road, Changping District,
Beijing 102208, People’s Republic of China |
Item 2(a). |
Name
of Person Filing:
Niu Holding Inc.
LUCK GENIE HOLDINGS LIMITED
Legend Champ Investment Limited
Token Who Cares Trust
Token Yilin Hu
(collectively, the “Reporting Persons”) |
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
Niu Holding Inc.
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110
LUCK GENIE HOLDINGS LIMITED
Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir
Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG 1110
Legend Champ Investment Limited
Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir
Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG 1110
Token Who Cares Trust
ARK Trust (Hong Kong) Limited as trustee
34/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay,
Hong Kong
Token Yilin Hu
c/o No.1
Building, No. 195 Huilongguan East Road, Changping District, Beijing 102208, People’s Republic of China |
Item 2(c) |
Citizenship:
Niu Holding Inc. – British Virgin Islands
LUCK GENIE HOLDINGS LIMITED – British Virgin Islands
Legend Champ Investment Limited – British Virgin Islands
Token Who Cares Trust – Hong Kong
Token Yilin Hu – People’s Republic of China |
Item 2(d). |
Title of Class of Securities:
Ordinary shares, $0.0001 par value per share, of the Issuer
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class
B ordinary shares is entitled to four votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible
at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances. |
Item 2(e). |
CUSIP
Number:
65481N 100
This CUSIP number applies to the American depositary shares of
the Issuer, each representing two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the ordinary shares. |
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the persons filing is a:
Not applicable |
The following information with respect to the ownership
of the ordinary shares of par value of $0.0001 per share of Issuer by each of the Reporting Persons is provided as of December 31, 2022:
Reporting Person | |
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: | |
Niu Holding Inc. | |
| 9,927,020 | | |
| 6.4 | % | |
| 9,927,020 | | |
| 0 | | |
| 9,927,020 | | |
| 0 | |
LUCK GENIE HOLDINGS LIMITED | |
| 8,207,020 | | |
| 5.3 | % | |
| 8,207,020 | | |
| 0 | | |
| 8,207,020 | | |
| 0 | |
Legend Champ Investment Limited | |
| 8,207,020 | | |
| 5.3 | % | |
| 8,207,020 | | |
| 0 | | |
| 8,207,020 | | |
| 0 | |
Token Who Cares Trust | |
| 8,207,020 | | |
| 5.3 | % | |
| 8,207,020 | | |
| 0 | | |
| 8,207,020 | | |
| 0 | |
Token Yilin Hu | |
| 8,207,020 | | |
| 5.3 | % | |
| 8,207,020 | | |
| 0 | | |
| 8,207,020 | | |
| 0 | |
As of December 31, 2022, Niu Holding Inc., a BVI business
company, held 9,927,020 Class B ordinary shares of the Issuer. Niu Holding
Inc. is 82.7% owned by LUCK GENIE HOLDINGS LIMITED, a BVI business company,
and 17.3% owned by WEALTH ERUPT HOLDINGS LIMITED, a BVI business company.
LUCK GENIE HOLDINGS LIMITED is wholly owned by Legend Champ Investment Limited, a BVI business company. Legend Champ Investment Limited
is wholly owned by Token Who Cares Trust. The settlor and beneficiary of Token Who Cares Trust is Mr. Token Yilin Hu, a director of the
Issuer. WEALTH ERUPT HOLDINGS LIMITED is beneficially owned by Mr. Carl Chuankai Liu, a vice president of the Issuer. According to the
arrangement between two shareholders of Niu Holding Inc., Mr. Token Yilin Hu beneficially owned 8,207,020
Class B ordinary shares out of the 9,927,020 ordinary shares held by Niu Holding Inc., and Mr. Carl Chuankai Liu beneficially
owned the remaining Class B ordinary shares out of those held by Niu Holding Inc.
The percentage of class of securities beneficially owned
by each of the Reporting Persons as of December 31, 2022 is based on a total of 154,261,562 outstanding ordinary shares (being the sum
of 137,719,542 Class A ordinary shares and 16,542,020 Class B ordinary
shares) of the Issuer outstanding as a single class as of December 31, 2022, assuming conversion of all Class B ordinary shares into
Class A ordinary shares. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a
one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
Not applicable |
|
Item 6. |
Ownership of More than Five 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 Controlling 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 |
LIST OF EXHIBITS
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 9, 2023
|
NIU HOLDING
INC. |
|
|
|
|
By: |
/s/
Token Yilin Hu |
|
Name: |
Token Yilin Hu |
|
Title: |
Director |
|
|
|
|
LUCK GENIE
HOLDINGS LIMITED |
|
|
|
|
By: |
/s/
Token Yilin Hu |
|
Name: |
Token Yilin Hu |
|
Title: |
Director |
|
|
|
|
LEGEND CHAMP
INVESTMENT LIMITED |
|
|
|
|
By: |
/s/
LIU Yan & WANG, Jing Jenny |
|
Name: |
LIU Yan & WANG, Jing Jenny |
|
Title: |
Authorized Signatories |
|
For and on behalf
of |
|
Helm Management
Limited |
|
Director |
|
|
|
|
TOKEN WHO CARES
TRUST |
|
|
|
|
By: |
/s/
LIU Yan & WANG, Jing Jenny |
|
Name: |
LIU Yan & WANG, Jing Jenny |
|
Title: |
Authorized Signatories |
|
For and on behalf
of |
|
ARK Trust (Hong
Kong) Limited |
|
Trustee |
|
|
|
|
TOKEN YILIN
HU |
|
|
|
|
/s/
Token Yilin Hu |
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