Statement of Ownership (sc 13g)
February 16 2021 - 10:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF
1934
MingZhu Logistics Holdings Limited
(Name of Issuer)
Ordinary shares, par value $0.001 per
share
(Title of Class of Securities)
G6180C105
(CUSIP Number)
December 31, 2020
(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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. G6180C105
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1.
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Names of Reporting Persons
Exquisite Elite Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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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
British Virgin Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
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Sole Voting Power
2,250,000 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
2,250,000 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class Represented by Amount in Row (9)
18.2%(1)(2)
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12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP G6180C105
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1.
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Names of Reporting Persons
Zhuo Wang
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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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
China
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,250,000 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,250,000 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,000 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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11.
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Percent of Class Represented by Amount in Row (9)
18.2% (1)(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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See Item 4. Zhuo Wang is a director and holder of 86% of
the outstanding shares of Exquisite Elite Limited. Consequently, he may be deemed the beneficial owner of the shares held by Exquisite
Elite Limited and share voting and dispositive control over such securities.
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(2)
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Based on 12,354,040 ordinary shares issued and outstanding
as of December 4, 2020 as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission
on December 31, 2020.
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Item 1(a).
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Name of Issuer
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MingZhu Logistics Holdings Limited (the “Issuer”)
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
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Item 2(a).
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Names of Persons Filing
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Exquisite Elite Limited and Zhuo Wang (collectively, the “Reporting
Persons”)
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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Ritter House, Vistra Corporation Service Centre,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Exquisite Elite Limited is a limited company formed
under the laws of the British Virgin Islands. Zhuo Wang is a citizen of China.
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Item 2(d).
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Title of Class of Securities
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Ordinary shares, $0.001 par value per share.
G6180C105
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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☐
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(a) Broker or Dealer registered under Section 15 of the Exchange Act.
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(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d) Investment company registered under Section 8 of the Investment Company Act.
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
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(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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The responses to Items 5-11 of the cover pages of
this Schedule 13G are incorporated herein by reference.
As of December 31, 2020, the Reporting Persons
may be deemed to beneficially own 2,250,000 of the Issuer’s ordinary shares, representing 18.2% of the total ordinary shares
issued and outstanding.
The percentage of ordinary shares held by the Reporting
Persons is based on 12,354,040 ordinary shares issued and outstanding as of December 4, 2020 as reported in Exhibit 99.1 to the
Issuer’s Form 6-K filed with the Securities and Exchange Commission on December 31, 2020.
Exquisite Elite Limited is the record holder of the
shares reported herein. Zhuo Wang is a director and holder of 86% of the outstanding shares of Exquisite Elite Limited. Consequently,
he may be deemed the beneficial owner of the shares held by Exquisite Elite Limited and share voting and dispositive control over
such securities.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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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.
DATE: February 16, 2021
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EXQUISITE ELITE LIMITED
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By:
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/s/ Zhuo Wang
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Name:
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Zhuo Wang
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Title:
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Director
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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, $0.001 par
value per share, of MingZhu Logistics Holdings 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 16, 2021.
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EXQUISITE ELITE LIMITED
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By:
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/s/ Zhuo Wang
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Name:
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Zhuo Wang
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Title:
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Director
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