CUSIP
No. G6796W107
| 1 |
Name
of Reporting Person
Mun
Wah Wan |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
|
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship
Hong
Kong, China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
7 |
Sole
Voting Power
1,394,4421 |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
1,394,4421 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,394,442 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
6.63%
2 |
| 14 |
Type
of Reporting Person
IN |
|
1. |
In his
capacity as the sole shareholder and director of The Pride Group Holdings Limited, which in turn wholly-owns HKFAEx Group Limited. |
|
2. |
Calculated
based on a total of 21,044,712 issued and outstanding ordinary shares of the Issuer as of May 10, 2022. |
CUSIP
No. G6796W107
| 1 |
Name
of Reporting Person
The
Pride Group Holdings Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
|
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship
British
Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
7 |
Sole
Voting Power
1,394,4423 |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
1,394,4423 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,394,442 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent of Class Represented by Amount in Row (11)
6.63% 4 |
| 14 |
Type of Reporting Person
CO |
| 3. | In
its capacity as holder of 100% of the equity interest in HKFAEx Group Limited. |
|
4. |
Calculated
based on a total of 21,044,712 issued and outstanding ordinary shares of the Issuer as of May 10, 2022 |
CUSIP
No. G6796W107
| 1 |
Name
of Reporting Person
HKFAEx
Group Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
|
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship
Hong
Kong, China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
7 |
Sole
Voting Power
1,394,442 |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
1,394,442 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,394,442 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
6.63%
5 |
| 14 |
Type
of Reporting Person
CO |
|
5. |
Calculated
based a total of 21,044,712 issued and outstanding ordinary shares of the Issuer as of May 10, 2022 |
Item
1. Security and Issuer
This
Schedule 13D relates to the ordinary shares, par value US$0.00005 per share of Oriental Culture Holding LTD, a Cayman Islands company
(the “Issuer”), whose principal executive offices are located at Room 1402,
Richmake Commercial Building, 198-200 Queen’s Road Central, Hong Kong.
Item
2. Identity and Background
(a):
This Schedule 13D is being filed jointly by Mun Wah Wan, The Pride Group Holdings Limited and HKFAEx Group Limited (together, the “Reporting
Persons”, and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated
by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this
Schedule 13D is attached hereto as Exhibit A.
Information
with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).
(b),
(c), and (f): Mr. Mun Wah Wan is a citizen of Hong Kong and he is the chairman of the board of directors of the Issuer. The business
address of Mr. Mun Wah Wan is Room 1402, Richmake Commercial Building, 198-200 Queen’s
Road Central, Hong Kong.
The
Pride Group Holdings Limited is a company incorporated in the British Virgin Islands and it is wholly owned by Mr. Mun Wah Wan, who is
also the sole director of The Pride Group Holdings Limited. The registered address of The Pride Group Holdings Limited is Vistra Corporate
Services Centre, Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands.
HKFAEx
Group Limited is a company incorporated in Hong Kong and it is wholly owned by The Pride Group Holdings Limited. Mr. Mun Wah Wan is the
Chairman of the Board of HKFAEx Group Limited. The registered address of HKFAEx Group Limited is Unit 909, Level 9, Cyberport 2, Hong
Kong.
(d) and
(e): During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
information set forth in Item 6 is hereby incorporated by reference in its entirety.
Item
4. Purpose of Transaction.
The
information set forth in Item 6 is hereby incorporated by reference in its entirety.
Item
5. Interest in Securities of the Issuer
(a) and
(b):
The
responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated
by reference in this Item 5.
(c):
Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer
during the past 60 days.
(d): Except
as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e):
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
On
May 9, 2019, the Issuer acquired all of the outstanding equity interests of HKDAEx Limited from its original shareholder, HKFAEx Group
Limited, for consideration of 2,400,000 of its ordinary shares. On November 8, 2019, the Issuer effected a 2 for 1 forward share split
of all issued and outstanding ordinary shares of the Issuer. In addition, all existing shareholders agreed to surrender to the Issuer
as treasury shares, 12.5% of the then outstanding ordinary shares (3,100,000 ordinary shares) for no consideration. On May 28, 2020,
all existing shareholders of the Company agreed to surrender an aggregate of 6,510,000 ordinary shares, or 30% of then outstanding ordinary
shares of the Issuer, at no consideration to be reserved as treasury shares of the Issuer.
On May 3, 2022, HKFAEx Group Limited
entered into an Instrument of Transfer, a Sold Note and a Bought Note with Ben Ansheng Yu (the “Yu Agreement”), pursuant to
which Mr. Yu purchased 683,550 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$5,000,000.
Mr. Yu purchases such ordinary shares using his personal funds. The foregoing description of the Yu Agreement does not purport to be complete
and is qualified by reference to the full text of the Yu Agreement, see Exhibit B.
On May 3, 2022, HKFAEx Group Limited
entered into an Instrument of Transfer, a Sold Note and a Bought Note with Xuliang Guan (the “Guan Agreement”), pursuant to
which Mr. Guan purchased 1,093,680 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$4,000,000.
Mr. Guan purchases such ordinary shares using his personal funds. The foregoing description of the Guan Agreement does not purport to
be complete and is qualified by reference to the full text of the Guan Agreement, see Exhibit C.
On May 3, 2022, HKFAEx Group Limited
entered into an Instrument of Transfer, a Sold Note and a Bought Note with CCTY Investment Limited (the “CCTY Agreement”),
pursuant to which CCTY Investment Limited (“CCTY”) purchased 379,750 ordinary shares of the Issuer from HKFAEx Group Limited
for a total consideration of HK$2,777,777. CCTY purchases such ordinary shares using its own company funds. The foregoing description
of the CCTY Agreement does not purport to be complete and is qualified by reference to the full text of the CCTY Agreement, see Exhibit
D.
On May
3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Yi Lin Wang (the “Wang
Agreement”), pursuant to which Mr. Wang purchased 82,026 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration
of HK$300,000. Mr. Wang purchases such ordinary shares using his personal funds. The foregoing description of the Wang Agreement
does not purport to be complete and is qualified by reference to the full text of the Wang Agreement, see Exhibit E.
On May
3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Julie Tian Wu (the “Wu
Agreement”), pursuant to which Ms. Wu purchased 164,052 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration
of HK$600,000. Ms. Wu purchases such ordinary shares using her personal funds. The foregoing description of the Wu Agreement does
not purport to be complete and is qualified by reference to the full text of the Wu Agreement, see Exhibit F.
To
the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect
to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting
power over the securities of the Issuer.
Item
7. Material to be Filed as 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:
May 10, 2022
| |
Mun Wah Wan |
| |
|
|
| |
By: |
/s/
Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
|
|
| |
The Pride Group
Holdings Limited |
| |
|
|
| |
By: |
/s/
Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
Title: |
Director |
| |
HKFAEx Group
Limited |
| |
|
|
| |
By: |
/s/
Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
Title: |
Director |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to ordinary shares, par value of $0.00005 per share, of Oriental Culture Holding LTD, a Cayman Islands company,
and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of May 10, 2022.
| |
Mun Wah Wan |
| |
|
|
| |
By: |
/s/ Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
|
|
| |
The Pride Group Holdings Limited |
| |
|
|
| |
By: |
/s/ Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
Title: |
Director |
| |
HKFAEx Group Limited |
| |
|
| |
By: |
/s/ Mun Wah Wan |
| |
Name: |
Mun Wah Wan |
| |
Title: |
Director |
Exhibit B
INSTRUMENT OF TRANSFER
Oriental Culture Holding LTD
(Incorporated in Hong Kong with limited liability)
I/We,
HKFAEx Group Limited of Unit 9, Level 9, Cyberport 2, Hong Kong in consideration of the sum of HK$5,000,000 paid to me/us by (name) Ben
Ansheng Yu (occupation) Merchant of (address) Austin Tower, 22-26A Austin Avenue, TST, Kowloon, Hong Kong (hereinafter “the said
Transferee”) do hereby transfer to the said Transferee the -683,550- share(s) numbered standing in my/our name in the register
of:- Oriental Culture Holding LTD to hold unto the said Transferee his Executors, Administrators or Assigns, subject to
the several conditions upon which I/we hold the same at the time of execution hereof. And I/we, the said Transferee do hereby agree to
take the said share(s) subject to the same conditions.
Witness our hands the
| Witness to the signature(s) of the Transferor - |
)
)
)
)
)
) |
For and on behalf of
HKFAEx Group Limited
|
|
Witness’s name and address:
HUI, Chun Kin Norman
|
)
)
)
) |
Authorised Signature(s)
Transferor |
| Witness to the signature(s) of the Transferee - |
)
)
)
)
)
) |
Ben Ansheng Yu |
|
Witness’s name and address:
HUI, Chun Kin Norman |
)
)
)
) |
Authorised Signature(s)
Transferee
|
SOLD NOTE
Name of Purchaser
(Transferee): Ben Ansheng Yu
Address: Austin
Tower, 22-26A Austin Avenue, TST, Kowloon, Hong Kong
Occupation: Merchant
Name of Company
in which the shares to be transferred: Oriental Culture Holding LTD
Number of ordinary
shares: -683,550- of US$ 0.00005 Each
Consideration
Received: HK$5,000,000
| |
|
| |
HKFAEx Group Limited
(Transferor) |
Dated
3 May 2022
BOUGHT NOTE
Name of Seller
(Transferor): HKFAEx Group Limited
Address: Unit
9, Level 9, Cyberport 2, Hong Kong
Occupation: Corporation
Name of Company
in which the shares to be transferred: Oriental Culture Holding LTD
Number of ordinary
shares: -683,550- of US$ 0.00005 Each
Consideration
Paid:
HK$5,000,000
| |
|
| |
Ben Ansheng Yu
(Transferee) |
Dated 3 May 2022
Exhibit C
INSTRUMENT OF TRANSFER
Oriental Culture Holding LTD
(Incorporated in Hong Kong with limited liability)
I/We, HKFAEx Group Limited of Unit 9, Level 9,
Cyberport 2, Hong Kong in consideration of the sum of HK$4,000,000 paid to me/us by (name) Xuliang Guan (occupation) Merchant of
(address) No. 1 Fuxing Road, Building 3, Haidian District, Beijing, PRC (hereinafter “the said Transferee”) do hereby
transfer to the said Transferee the -1,093,680- share(s) numbered standing in my/our name in the register of:- Oriental Culture
Holding LTD to hold unto the said Transferee his Executors, Administrators or Assigns, subject to the several conditions
upon which I/we hold the same at the time of execution hereof. And I/we, the said Transferee do hereby agree to take the said
share(s) subject to the same conditions.
Witness our hands the
| Witness to the signature(s) of the Transferor - |
)
)
)
)
)
) |
For and on behalf of
HKFAEx Group Limited
|
|
Witness’s name and address:
HUI, Chun Kin Norman
|
)
)
)
) |
Authorised Signature(s)
Transferor |
| Witness to the signature(s) of the Transferee - |
)
)
)
)
)
) |
Xuliang Guan |
|
Witness’s name and address:
Ke Li
Xicheng District, Beijing, PRC
|
)
)
)
) |
Authorised Signature(s)
Transferee
|
SOLD NOTE
Name of Purchaser (Transferee): Xuliang Guan
Address: No. 1 Fuxing Road, Building 3, Haidian
District, Beijing, PRC
Occupation: Merchant
Name of Company in which the shares to be transferred:
Oriental Culture Holding LTD
Number of ordinary shares: -1,093,680- of US$0.00005
Each
Consideration Received: HK$4,000,000
| |
|
|
| |
|
HKFAEx Group Limited (Transferor) |
Dated
3 May 2022
BOUGHT NOTE
Name of Seller (Transferor): HKFAEx Group
Limited
Address: Unit 9, Level 9, Cyberport 2, Hong
Kong
Occupation: Corporation
Name of Company in which the shares to be transferred:
Oriental Culture Holding LTD
Number of ordinary shares: -1,093,680- of US$ 0.00005
Each
Consideration Paid: HK$4,000,000
| |
|
|
| |
|
Xuliang Guan (Transferee)
|
Dated 3
May 2022
Exhibit D
INSTRUMENT OF TRANSFER
Oriental Culture Holding LTD
(Incorporated in Hong Kong with limited liability)
I/We, HKFAEx Group Limited of Unit 9, Level 9,
Cyberport 2, Hong Kong in consideration of the sum of HK$2,777,777 paid to me/us by (name) CCTY Investment Limited (occupation) Corporation
of (address) Millennium City 2, 378 Kwun Tong Road, Kwun Tong (hereinafter “the said Transferee”) do hereby transfer to the
said Transferee the -379,750- share(s) numbered standing in my/our name in the register of:- Oriental Culture Holding LTD to hold
unto the said Transferee his Executors, Administrators or Assigns, subject to the several conditions upon which I/we hold the same at
the time of execution hereof. And I/we, the said Transferee do hereby agree to take the said share(s) subject to the same conditions.
Witness our hands the
| Witness to the signature(s) of the Transferor - |
)
)
)
)
)
) |
For and on behalf of
HKFAEx Group Limited
|
|
Witness’s name and address:
HUI, Chun Kin Norman
|
)
)
)
) |
Authorised Signature(s)
Transferor |
| Witness to the signature(s) of the Transferee - |
)
)
)
)
)
) |
For and on behalf of
CCTY Investment Limited |
|
Witness’s name and address:
CHUNG SAU TING
|
)
)
)
) |
Authorised Signature(s)
Transferee
|
SOLD NOTE
Name of Purchaser (Transferee): CCTY Investment
Limited
Address: Millennium City 2, 378 Kwun Tong Road,
Kwun Tong
Occupation: Corporation
Name of Company in which the shares to be transferred:
Oriental Culture Holding LTD
Number of ordinary
shares: -379,750- of US$ 0.00005 Each
Consideration
Received: HK$2,777,777
| |
|
|
| |
|
HKFAEx Group Limited (Transferor) |
Dated
3 May 2022
BOUGHT NOTE
Name of Seller
(Transferor): HKFAEx Group Limited
Address: Unit
9, Level 9, Cyberport 2, Hong Kong
Occupation: Corporation
Name of Company
in which the shares to be transferred: Oriental Culture Holding LTD
Number of ordinary shares: -379,750- of US$ 0.00005
Each
Consideration
Paid: HK$2,777,777
| |
|
|
| |
|
CCTY Investment Limited (Transferee) |
Dated
3 May 2022
Exhibit E
INSTRUMENT OF TRANSFER
Oriental Culture Holding LTD
(Incorporated in Cayman Islands with limited liability
)
We, HKFAEx Group Limited, Unit 9, Level 9, Cyberport 2, 100 Cyberport
Road, Hong Kong (hereinafter called the “Transferor”) do hereby transfer 82,026 ordinary share(s) standing in our name in
the Register of
Oriental Culture Holding LTD
to Yi Lin WANG of Chongwen District, Beijing,
China (hereinafter called the “Transferee”), at a consideration of HKD 300,000 to hold unto the Transferee their Executors,
Administrators or Assigns, subject to the several conditions upon which we hold the same at the time of execution hereof. And we, the
said Transferee do hereby agree to take the said Share subject to the same conditions.
Witness our hands the
| Witness to the signature of the Transferor - |
) |
For and on behalf of |
| |
) |
HKFAEx Group Limited |
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
Authorized Signature |
| Name: |
|
|
|
Transferor |
| Witness to the signature of the Transferee - |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
Name:
Yi Lin WANG |
| Name: |
|
|
|
Transferee |
SOLD NOTE
Name of Seller (Transferor): HKFAEx Group Limited ______________________________________________
Name of Purchaser (Transferee): Yi Lin WANG _________________________
Address: Chongwen District, Beijing, China
Name of Company in which the shares are to be transferred: Oriental
Culture Holding LTD
Number of Shares: 82,026 Ordinary Shares_________________________________________
Consideration Received: HKD 300,000_______________
| |
|
|
| |
Name: |
HKFAEx Group Limited |
Hong Kong, Dated 3 May, 2022
--------------------------------------------------------------------------------------------------------------------------------------------
-------------
BOUGHT NOTE
Name of Purchaser (Transferee): Yi Lin WANG_________________________
Name of Seller (Transferor): HKFAEx Group Limited____________________________________
Address: Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong
Kong _____________
Name of Company in which the shares are to be transferred: Oriental
Culture Holding LTD
Number of Shares: 82,026 Ordinary Shares____________________
Consideration Received: HKD 300,000_____________
Hong Kong, Dated 3 May, 2022
Exhibit F
INSTRUMENT OF TRANSFER
Oriental Culture Holding LTD
(Incorporated in Cayman Islands with limited liability
)
We, HKFAEx Group Limited, of Unit 9, Level 9, Cyberport 2, 100 Cyberport
Road, Hong Kong (hereinafter called the “Transferor”) do hereby transfer 164,052 ordinary shares standing in our name in the
Register of
Oriental Culture Holding LTD
to Julie Tian WU of Caperidge Drive, Discovery
Bay, Hong Kong (hereinafter called the “Transferee”), at a consideration of HK$600,000 to hold unto the Transferee their Executors,
Administrators or Assigns, subject to the several conditions upon which we hold the same at the time of execution hereof. And we, the
said Transferee do hereby agree to take the said Share subject to the same conditions.
Witness our hands the
| Witness to the signature of the Transferor - |
) |
For and on behalf of |
| |
) |
HKFAEx Group Limited |
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
Authorized Signature |
| Name: |
|
|
|
Transferor |
| Witness to the signature of the Transferee - |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
|
| |
) |
Name: Julie Tian WU |
| Name: |
Boling Sun |
|
|
Transferee |
SOLD NOTE
Name of Seller (Transferor): HKFAEx Group Limited
Name of Purchaser (Transferee): Julie Tian WU
Address: Caperidge Drive, Discovery
Bay, Hong Kong
Name of Company in which the shares are to be transferred: Oriental
Culture Holding LTD
Number of Shares: 164,052 Ordinary Share
Consideration Received: HKD 600,000
| |
|
|
| |
Name: |
HKFAEx Group Limited |
Hong Kong, Dated 3 May, 2022
--------------------------------------------------------------------------------------------------------------------------------------------
BOUGHT NOTE
Name of Purchaser (Transferee): Julie Tian WU
Name of Seller (Transferor): HKFAEx Group Limited
Address: Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong
Kong
Name of Company in which the shares are to be transferred: Oriental
Culture Holding LTD
Number of Shares: 164,052 Ordinary Share
Consideration Received: HKD 600,000
Hong Kong, Dated 3 May, 2022