Statement of Ownership (sc 13g)
15 2월 2023 - 6:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___) *
UTIME
LIMITED |
(Name
of Issuer) |
|
Ordinary
Shares, par value US$0.0001 per share |
(Title
of Class of Securities) |
|
G9411M108 |
(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:
* | 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. |
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).
SCHEDULE
13G
1 |
Names
of Reporting Persons |
|
Minfei
Bao |
2 |
Check the appropriate box if a member
of a Group (see instructions) |
|
(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
4,380,000(1) |
6 |
Shared
Voting Power
|
7 |
Sole
Dispositive Power
4,380,000(1) |
8 |
Shared
Dispositive Power
|
9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
|
4,380,000(1) |
10 |
Check box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
|
☐ |
11 |
Percent of Class Represented by Amount
in Row (9) |
|
32.28%(1)
(2) |
12 |
Type of Reporting Person (See Instructions) |
|
IN |
(1) |
See Item
4. These shares are the Issuer’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) and as
more fully described under the Exhibit 2.1 heading “Description of Share Capital” of the Issuer’s Annual Report
on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022. |
(2) |
Based
on (a) 8,267,793 Ordinary Shares issued and outstanding as of August 15, 2022 as reported in the Issuer’s Annual Report on
Form 20-F filed with the SEC on October 31, 2022 and (b) 5,300,000 Ordinary Shares issued as of February 13, 2023 pursuant to the
Issuer’s 2022 Performance Incentive Plan, which is registered under the Issuer’s registration statement on Form
S-8 (File No. 333-265907 ). |
1 |
Names
of Reporting Persons |
|
Grandsky Phoenix Limited |
2 |
Check the appropriate box if a member
of a Group (see instructions) |
|
(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
4,380,000(1) |
6 |
Shared
Voting Power
|
7 |
Sole
Dispositive Power
4,380,000(1) |
8 |
Shared
Dispositive Power
|
9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
|
4,380,000(1) |
10 |
Check box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
|
☐ |
11 |
Percent of Class Represented by Amount
in Row (9) |
|
32.28%(1)
(2) |
12 |
Type of Reporting Person (See Instructions) |
|
OO |
(1) |
See Item
4. These shares are the Issuer’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) and as
more fully described under the Exhibit 2.1 heading “Description of Share Capital” of the Issuer’s Annual Report
on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022. |
(2) |
Based
on (a) 8,267,793 Ordinary Shares issued and outstanding as of August 15, 2022 as reported in the Issuer’s Annual Report on
Form 20-F filed with the SEC on October 31, 2022 and (b) 5,300,000 Ordinary Shares issued as of February 13, 2023 pursuant to the
Issuer’s 2022 Performance Incentive Plan, which is registered under the Issuer’s registration statement on Form
S-8 (File No. 333-265907 ). |
(a) |
Name
of Issuer: UTime Limited (the “Issuer”) |
(b) |
Address
of Issuer’s Principal Executive Offices: 7th Floor, Building 5A, Shenzhen Software Industry Base, Nanshan District, Shenzhen,
People’s Republic of China, 518061 |
(a) |
Name
of Person Filing: Minfei Bao and Grandsky Phoenix Limited (collectively, the “Reporting Persons”) |
(b) |
Address
of Principal Business Office or, if None, Residence: 7th Floor, Building 5A, Shenzhen Software Industry Base, Nanshan District,
Shenzhen, People’s Republic of China, 518061 |
(c) |
Citizenship:
Grandsky Phoenix Limited is a British Virgin Islands company, of which Minfei Bao controls 100% of the equity interest. Minfei
Bao is a citizen of the People’s Republic of China. |
(d) |
Title
and Class of Securities: Ordinary Shares, par value US$0.0001 per share |
Item 3. |
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act; |
|
(b) |
☐ |
Bank as
defined in Section 3(a)(6) of the Act; |
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
|
(e) |
☐ |
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent
holding company or control person in accordance with Rule 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; |
|
(j) |
☐ |
A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
(a) |
Amount
Beneficially Owned: 4,380,000 Ordinary Shares of the Issuer |
(b) |
Percent
of Class: 32.28% |
(c) |
Number
of shares as to which such person has: |
|
(i) |
Sole
power to vote or to direct the vote: 4,380,000 Ordinary Shares of the Issuer |
|
(ii) |
Shared
power to vote or to direct the vote: Not applicable. |
|
(iii) |
Sole
power to dispose or to direct the disposition of: 4,380,000 Ordinary Shares of the Issuer |
|
(iv) |
Shared
power to dispose or to direct the disposition of: Not applicable. |
As
of December 31, 2022, the Reporting Persons may be deemed to beneficially own 4,380,000 Ordinary Shares of the Issuer, representing 32.28%
of the total Ordinary Shares issued and outstanding. The percentage of Ordinary Shares held by the Reporting Persons is based on (a)
8,267,793 ordinary shares issued and outstanding as of August 15, 2022 as reported in the Issuer’s Annual Report on Form 20-F filed
with the SEC on October 31, 2022 and (b) 5,300,000 shares issued as of February 13, 2023 pursuant to the Issuer’s 2022 Performance
Incentive Plan, which is registered under Issuer’s registration statement on Form S-8 (File No. 333-265907).
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 Control Person. |
Not
applicable.
Item 8. |
Identification and Classification
of Members of the Group. |
Not
applicable.
Item 9. |
Notice of Dissolution of
Group. |
Not
applicable.
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.
/s/
Minfei Bao |
|
Minfei Bao |
|
Grandsky
Phoenix Limited
By: |
/s/
Minfei Bao |
|
Name: |
Minfei
Bao |
|
Title: |
Director |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, $0.0001
par value per share, of UTime Limited, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint
filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no
party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason
to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same
instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2023.
/s/
Minfei Bao |
|
Minfei Bao |
|
Grandsky
Phoenix Limited
By: |
/s/
Minfei Bao |
|
Name: |
Minfei
Bao |
|
Title: |
Director |
|
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