Amended Statement of Ownership (sc 13g/a)
September 24 2018 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of
1934 (Amendment No. 1)
Dragon
Victory International Limited
(Name of Issuer)
Ordinary Share
(Title of Class of Securities)
G28365107
(CUSIP Number)
September 12, 2018
(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).
Persons who respond to the collection
of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
(1)
|
Name of Reporting Persons:
Hong Limited
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|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
¨
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(b)
x
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization:
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British Virgin Islands, Place of Organization
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(5) Sole Voting Power:
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1,950,000
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Number of Shares Beneficially
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(6) Shared Voting Power:
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Owned by
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0
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Each Reporting
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Person With
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(7) Sole Dispositive Power:
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1,950,000
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|
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(8) Shared Dispositive Power:
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0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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1,950,000
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions).
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¨
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(11)
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Percent of Class Represented by Amount in Row (9):
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17.1%
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(12)
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Type of Reporting Person (See Instructions):
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CO
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(1) Percentage calculated based on 11,421,394 ordinary shares
outstanding of the Issuer as of July 31, 2018.
(1)
|
Name of Reporting Persons:
Hongyu Zhang
|
|
|
(2)
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
|
|
(b)
x
|
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|
(3)
|
SEC Use Only
|
|
|
(4)
|
Citizenship or Place of Organization:
|
|
P.R. China
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|
(5) Sole Voting Power:
|
|
1,950,000
|
|
|
Number of Shares Beneficially
|
(6) Shared Voting Power:
|
Owned by
|
0
|
Each Reporting
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|
Person With
|
(7) Sole Dispositive Power:
|
|
1,950,000
|
|
|
|
(8) Shared Dispositive Power:
|
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0
|
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
1,950,000
|
|
|
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions).
|
|
¨
|
|
|
(11)
|
Percent of Class Represented by Amount in Row (9):
|
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17.1%
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(12)
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Type of Reporting Person (See Instructions):
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IN
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Item 1.
Dragon Victory International
Limited
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(b)
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Address of Issuer’s Principal Executive Offices
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21F Phoenix Center, 28 Qiutao
Road,
Shangcheng District, Hangzhou,
PRC
Telephone: +86-571-82213772
Item 2.
|
(a)
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Name of Person Filing
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This statement is filed by Hong limited, a British
Virgin Islands exempted limited company, and Hongyu Zhang, the 100% owner of Hong Limited. The foregoing are collectively referred
to as the “
Reporting Persons
.”
|
(b)
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Address of Principal Business Office, or if none, Residence
|
Wickham’s Cay II, P.O.
Box 2221, Road Town, Tortola, British Virgin Islands.
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(1)
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Hong Limited is a British Virgin Islands company;
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(2)
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Hongyu Zhang is a P.R. China citizen.
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(d)
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Title of Class of Securities
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Ordinary Shares, $.0001 par
value
G28365107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
Item 4. OWNERSHIP
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reporting Person
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Amount
beneficially
owned:
|
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|
Percent
of
class: (1)
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Sole power
to vote or
direct the
vote:
|
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Shared
power to
vote or to
direct
the vote:
|
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Sole power to
dispose or to
direct the
disposition of:
|
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Shared power
to dispose or to
direct the
disposition of:
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Hongyu Zhang (2)
|
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1,950,000
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17.1
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%
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800,000
|
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0
|
|
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1,950,0000
|
|
|
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0
|
|
Hong Limited (3)
|
|
|
1,950,000
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|
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17.1
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%
|
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800,000
|
|
|
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0
|
|
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1,950,000
|
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0
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(1)
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Based on the number of Ordinary Shares outstanding as of July 31, 2018, as reported in the Form 20-F for the fiscal year ended
March 31, 2018 of the Issuer.
|
|
(2)
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Includes 1,950,000 shares held directly by Hong Limited, a British Virgin Islands company wholly owned by Hongyu Zhang.
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(3)
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A British Virgin Islands company wholly owned by Hongyu Zhang.
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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.
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.
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.
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Date: September 24, 2018
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Hong Limited
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/s/ Hongyu Zhang
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Name: Hongyu Zhang
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Title: Sole Director
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/s/ Hongyu Zhang
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Name: Hongyu Zhang
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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 the 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.
EXHIBIT INDEX
Exhibit
|
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Found on Substantially Numbered Page
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Exhibit A: Agreement
of Joint Filing
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