0001104659-21-027465.txt : 20210224 0001104659-21-027465.hdr.sgml : 20210224 20210224160201 ACCESSION NUMBER: 0001104659-21-027465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20210224 DATE AS OF CHANGE: 20210224 GROUP MEMBERS: KAIMING HU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mercurity Fintech Holding Inc. CENTRAL INDEX KEY: 0001527762 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88838 FILM NUMBER: 21672964 BUSINESS ADDRESS: STREET 1: ROOM 003, FLOOR 15, BUILDING NO.1 B STREET 2: NO. 38 ZHONGGUANCUN AVENUE CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100086 BUSINESS PHONE: (8610) 6266 8858 MAIL ADDRESS: STREET 1: ROOM 003, FLOOR 15, BUILDING NO.1 B STREET 2: NO. 38 ZHONGGUANCUN AVENUE CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 100086 FORMER COMPANY: FORMER CONFORMED NAME: JMU Ltd DATE OF NAME CHANGE: 20161230 FORMER COMPANY: FORMER CONFORMED NAME: Wowo Ltd DATE OF NAME CHANGE: 20110810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hu Kaiming CENTRAL INDEX KEY: 0001806406 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ROOM 003, FLOOR 15, BUILDING NO.1 B STREET 2: 38 ZHONGGUANCUN AVENUE, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100086 SC 13D/A 1 tm217636d1_sc13d.htm SCHEDULE 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Mercurity Fintech Holding Inc.

(Name of Issuer)

Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

58936H 109⁽¹⁾

(CUSIP Number)

Kaiming Hu
Room 3028, 3rd Floor, No. 18 Shangdi Xinxi Road
Haidian District, Beijing
People’s Republic of China
Phone: +86 10 53606428

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 17, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*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).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 360 ordinary shares of the Issuer.

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kaiming Hu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) PF
5.	CHECK BOX 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

		114,667,873
	8.	SHARED VOTING POWER

		0
	9.	SOLE DISPOSITIVE POWER

		114,667,873
	10.	SHARED DISPOSITIVE POWER

		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	114,667,873
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)

	3.8%⁽²⁾
14.	TYPE OF REPORTING PERSON (see instructions)

	IN

(2) Calculated based on the number in Row 11 above divided by 3,026,659,129 Ordinary Shares (excluding 18,475,560 Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share awards) issued and outstanding as of January 31, 2021.

Item 1. Security and Issuer.

Item 1 of the Amended Filing is hereby amended and supplemented by the following:

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 3, 2020 (the “Original Schedule 13D”), which was amended by Amendment No. 1 to the Original Schedule 13D filed on January 15, 2021 (the “Amended No.1”, together with the Original Schedule 13D, the “Amended Filing”) with respect to the Ordinary Shares. Except as amended hereby, the Amended Filing remains in full force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Amended Filing.

This Amendment No. 2 relates to the Ordinary Shares of Mercurity Fintech Holding Inc., a company organized under the laws of the Cayman Islands, whose principal executive offices are located at Room 003, Floor 15, Building No.1 B, No. 38 Zhongguancun Avenue, Haidian District, Beijing 100086, People’s Republic of China.

The Issuer’s American depositary shares, each representing 360 Ordinary Shares, are listed on the NASDAQ Capital Market under the symbol “MFH.”

Item 4. Purpose of Transaction.

Item 4 of the Amended Filing is hereby supplemented by the following:

On February 17, 2021, Mr. Kaiming Hu and Yechen Gan entered into a share purchase agreement (the “Share Purchase Agreement I”), pursuant to which, Mr. Kaiming Hu transferred 108,959,729 Ordinary Shares of the Issuer to Yechen Gan. On February 17, 2021, Mr. Kaiming Hu and Qing Wang entered into a share purchase agreement (the “Share Purchase Agreement II”), pursuant to which, Mr. Kaiming Hu transferred 111,986,388 Ordinary Shares of the Issuer to Qing Wang. On February 17, 2021, Mr. Kaiming Hu and Yanmei Wang entered into a share purchase agreement (the “Share Purchase Agreement III”, together with Share Purchase Agreement I and Share Purchase Agreement II, the “Share Purchase Agreements”), pursuant to which, Mr. Kaiming Hu transferred 156,175,611 Ordinary Shares of the Issuer to Yanmei Wang.

The description of the Share Purchase Agreements is qualified in its entirety by reference to the complete text of the Share Purchase Agreements, which have been filed as Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6, and which are incorporated herein by reference in their entirety.

Item 5. Interest in Securities of the Issuer.

Item 5(a) - (b) of the Amended Filing is hereby amended and restated as follows:

(a)-(b) The responses to rows (7) through (13) of the cover page of this Amendment are hereby incorporated by reference in their entirety in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is based on 3,026,659,129 Ordinary Shares (excluding 18,475,560 Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share awards) issued and outstanding as of January 31, 2021.

Except as disclosed in this Statement, the Reporting Persons presently do not have the power to vote or to direct the vote or to dispose or direct the disposition of any Ordinary Shares that they may be deemed to beneficially own.

CUSIP No. 58936H 109

Page 4 of 5 Pages

EXHIBIT INDEX

Exhibit No.		Description
99.1*		Share Purchase Agreement, dated as of March 2, 2020, by and among Kaiming Hu and other parties thereto
99.2*		Share Purchase Agreement, dated as of January 8, 2021, by and between Mr. Kaiming Hu and Linkto Tech Limited
99.3*		Share Purchase Agreement, dated as of January 8, 2021, by and between Mr. Kaiming Hu and Radiance Holding (HK) Limited
99.4		Share Purchase Agreement, dated as of February 17, 2021, by and between Mr. Kaiming Hu and Yechen Gan
99.5		Share Purchase Agreement, dated as of February 17, 2021, by and between Mr. Kaiming Hu and Qing Wang
99.6		Share Purchase Agreement, dated as of February 17, 2021, by and between Mr. Kaiming Hu and Yanmei Wang

__________________

* Previously filed.

CUSIP No. 58936H 109

Page 5 of 5 Pages

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: February 24, 2021

	Kaiming Hu

	/s/ Kaiming Hu

EX-99.4 2 tm217636d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

SHARE PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of February 17, 2021 between Kaiming Hu (the “Seller”) and Yechen Gan (The ‘Purchaser’).

WHEREAS, Seller owns the outstanding shares (the “Shares”) of Mercurify Fintech Holding Inc., (the “Company”);

WHEREAS, Seller desires to sell and Purchaser desires to purchase ordinary shares of the Company, currently owned by Seller.

The parties hereto agree as follows:

Section one, Purchase and Sale

1.1 Pursuant to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the Shares of the Company.

1.2 The total price for the 108,959,729 ordinary shares (equal to 3.6% of total outstanding shares of Mercurify Fintech Holding Inc.) at the Closing, shall be the amount in USD 847,059 (the “Price”).

Section two, Closing

2.1 The closing shall take place, subject to the conditions set forth in Section 2.2 hereof at 12:00 A.M. on February17, 2021, at Beijing, China, as the parties hereto may mutually agree. The date and time of closing are herein referred to as the “Closing Date” or the “Closing.”

2.2 The obligation of the Seller to sell the Shares, and the obligation of the Purchaser to purchase the Shares, is subject to the conditions set forth below being complied with to the satisfaction of, or waived by, the Seller or the Purchaser, as the case may be, on or before the Closing Date.

2.2.1 The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Closing Date.

2.2.2 The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.

Section Three, Seller’s Representations and Warranties

Seller represents and warrants to Purchaser that:

3.1 The Company is a corporation duly organized and validly existing and in good standing under the laws of Cayman and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified. The Company has all requisite corporate power and authority to carry on its business as now conducted.

3.2 The execution, delivery and performance by the Seller of this Agreement will not conflict with or result in the breach of or constitute a default under any other agreement or instrument to which the Company is a part of which it or its property may be bound, or result in the creation of any lien thereunder.

3.3 This Agreement has been duly authorized, executed and delivered by the Seller.

3.4 The execution, delivery or performance by the Seller of this Agreement does not contravene any law, regulation, order or judgment applicable to or binding on the Seller, and will not result in a breach of, or constitute a default under, or contravene any provisions of, any agreement to which the Seller is a party or by which he is bound.

3.5 Neither the execution, delivery or performance by the Seller of this Agreement requires the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any federal, state or local governmental commission, authority, agency or body.

3.6 Seller is the lawful owner, of record and beneficially, of the Shares and has good and merchantable title thereto, free and clear of all liens, encumbrances, options, charges, equities and claims of any kind whatsoever, and he has full right and legal capacity to transfer and sell the Shares to the Purchaser under the terms and conditions contained herein and that upon execution of this agreement and any required resolutions by the Company approving the issuance or transfer of the Shares to the Purchaser, the Purchaser will own legal and equitable title to the Shares, free and clear of all liens, encumbrances, charges, options, equities and claims of any kind.

3.7 All appropriate federal, state and local income tax returns which are required to have been filed for all of the Company’s taxable periods either have been filed or timely extensions obtained. All taxes as shown on said returns have been paid when due. The Seller knows of no proposed material tax assessment against the Company.

3.8 There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against or affecting the Company, at law or in equity, or before any governmental board, agency or instrumentality or any arbitrator. The Company is not in default with respect to any material order, writ, injunction or decree of any court or governmental board, agency or other instrumentality.

3.9 No written information, exhibit, financial statement, document, book, record or report prepared by the Company or Seller, which has been, is or to be furnished by the Company or Seller to Purchaser in connection with the transactions described in this Agreement is or shall be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to Purchaser) at such time as of the date so furnished, or contains or shall contain any material misstatement of fact.

3.10 There are no liabilities of the Company, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since incorporation of the Company.

3.11 The Company is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Company. The Company is not in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument to which it is a party.

Section Four

Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Seller that:

4.1 The execution, delivery or performance by the Purchaser of this Agreement does not contravene any law, regulation order or judgment applicable to or binding on the Purchaser and will not result in a breach of, or constitute a default, or contravene any provision of, any agreement to which Purchaser is a party or by which he is bound.

4.2 Neither the execution, delivery or performance by the Purchaser of this Agreement requires the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any federal, state or local governmental commission, authority, agency or body.

Section Five

Further Assurances

5.1 Seller will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered all such further acts, conveyances and assurances the Purchaser may reasonably require for accomplishment of the purposes of this Agreement.

5.2 The Purchaser will do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered, all such further acts, conveyances and assurances as Seller may reasonably require for accomplishment of the purposes of this Agreement.

Section Six

Miscellaneous

6.1 This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

6.2 Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing which purports to terminate, amend, supplement, waive or modify this Agreement or any of the terms hereof and is signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought.

6.3 The terms of this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective successors and assigns.

6.4 This Agreement, including all matters of construction, validity and performance, shall in all respects be governed by, and construed in accordance with, the laws of the Hongkong.

6.5 Except as otherwise provided in this Agreement, all notices hereunder shall be in writing and shall be given by mail, personal delivery, overnight courier, telecopy or any other customary means of written communication at the addresses set forth on the signature pages hereof, or at such other addresses as may be specified by written notice to the parties hereto, and shall become effective when received by the addressees.

6.6 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceable of such provision in any other jurisdiction.

6.7 The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

6.8 This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date and year first above written.

Seller: Kaiming Hu

Signature:	/s/ Kaiming Hu

2021.2.17

Purchaser: Yechen Gan

Signature:	/s/ Yechen Gan

EX-99.5 3 tm217636d1_ex99-5.htm EXHIBIT 99.5

Exhibit 99.5

SHARE PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of February 17, 2021 between Kaiming Hu (the “Seller”) and Qing Wang (The ‘Purchaser’).

WHEREAS, Seller owns the outstanding shares (the “Shares”) of Mercurify Fintech Holding Inc., (the “Company”);

WHEREAS, Seller desires to sell and Purchaser desires to purchase ordinary shares of the Company, currently owned by Seller.

The parties hereto agree as follows:

Section one, Purchase and Sale

1.1 Pursuant to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the Shares of the Company.

1.2 The total price for the 111,986,388 ordinary shares (equal to 3.7% of total outstanding shares of Mercurify Fintech Holding Inc.) at the Closing, shall be the amount in USD 870,588 (the “Price”).

Section two, Closing

2.2.1 The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Closing Date.

2.2.2 The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.

Section Three, Seller’s Representations and Warranties

Seller represents and warrants to Purchaser that:

3.3 This Agreement has been duly authorized, executed and delivered by the Seller.

Section Four

Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Seller that:

Section Five

Further Assurances

Section Six

Miscellaneous

6.3 The terms of this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective successors and assigns.

6.4 This Agreement, including all matters of construction, validity and performance, shall in all respects be governed by, and construed in accordance with, the laws of the Hongkong.

6.7 The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.


Seller: Kaiming Hu

Signature:	/s/ Kaiming Hu

2021.2.17

Purchaser: Qing Wang

Signature:	/s/ Qing Wang

EX-99.6 4 tm217636d1_ex99-6.htm EXHIBIT 99.6

Exhibit 99.6

SHARE PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of February 17, 2021 between Kaiming Hu (the “Seller”) and Yanmei Wang (The ‘Purchaser’).

WHEREAS, Seller owns the outstanding shares (the “Shares”) of Mercurify Fintech Holding Inc., (the “Company”);

WHEREAS, Seller desires to sell and Purchaser desires to purchase ordinary shares of the Company, currently owned by Seller.

The parties hereto agree as follows:

Section one, Purchase and Sale

1.1 Pursuant to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the Shares of the Company.

1.2 The total price for the 156,175,611 ordinary shares (equal to 5.16% of total outstanding shares of Mercurify Fintech Holding Inc.) at the Closing, shall be the amount in USD 1,214,118 (the “Price”).

Section two, Closing

2.2.1 The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Closing Date.

2.2.2 The representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.

Section Three, Seller’s Representations and Warranties

Seller represents and warrants to Purchaser that:

3.3 This Agreement has been duly authorized, executed and delivered by the Seller.

Section Four Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Seller that:

Section Five Further Assurances

Section Six Miscellaneous

6.3 The terms of this Agreement shall be binding on, and inure to the benefit of, the parties hereto and their respective successors and assigns.

6.4 This Agreement, including all matters of construction, validity and performance, shall in all respects be governed by, and construed in accordance with, the laws of the Hongkong.

6.7 The headings used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Seller: Kaiming Hu

Signature:

/s/ Kaiming Hu

2021.2.17

Purchaser: Yanmei Wang

Signature:

/s/ Yanmei Wang