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 |
| 14,942,000 |
| 8 |
SHARED
VOTING POWER |
| 0 |
| 9 |
SOLE
DISPOSITIVE POWER |
| 14,942,000 |
| 10 |
SHARED
DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 14,942,000 |
| 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) |
| 20.72% |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions) |
| IN |
This
Amendment No. 6 to Schedule 13D (“Amendment No. 6”) 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 August
5, 2022 (together with this Amendment No. 6, 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. 6 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.
On
December 7, 2022, pursuant to the terms of a Share Purchase Agreement (the “SPA”), the Reporting Person purchased 5,000,000
shares of Common Stock from an existing shareholder of the Issuer at $0.56 per share for an aggregate purchase of $2,800,000. 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 the Schedule 13D filed on
August 5, 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 December 7, 2022.
(b)
The Reporting Person has sole beneficial ownership of an aggregate of 14,942,000 shares of Common Stock, or approximately 20.72% 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 14,942,000 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: December 8, 2022 |
/s/
Bin Zhou |
| |
Bin Zhou |
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