SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TMSR Holding Company Limited

(Name of Company)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

87266C 109

(CUSIP Number)

Yimin Jin

A101 Hanzheng Street, City Industry Park

No.21 Jiefang Avenue, Qiaokou District

Wuhan, Hubei, 430030 China

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

December 4, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐

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 Number: 87266C 109

1	NAME OF REPORTING PERSON
	Yimin Jin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	[  ]
	(b)	[  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	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
	China
		7	SOLE VOTING POWER
			4,267,528
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			4,267,528
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,267,528
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.60% (1)
14	TYPE OF REPORTING PERSON
	IN

⁽¹⁾ Percentage is calculated on the basis of 21,768,698 shares of common stock outstanding as of November 14, 2019.

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SCHEDULE 13D

This Schedule 13D (this “Schedule 13D”) is being filed on behalf of Yimin Jin (the “Reporting Person”), relating to common stocks of $0.0001 Par Value (the “Common Stock”) of TMSR Holding Company Limited, a Nevada company (the “Issuer” or the “Registrant”).

Specifically, this Schedule 13D relates to 4,267,528 shares of the Common Stocks of the Issuer owned by the Reporting Person as a result of the following transactions:

(1) 2,315,000 shares of the Common Stock of the Issuer that the Reporting Person acquired on December 4, 2018 pursuant to the Stock Purchase Agreement dated November 30, 2018, by and among Jirong Huang, Qihai Wang and the Reporting Person.

(2) 305,386 shares of the Common Stock of the Issuer that the Reporting Person acquired on March 26, 2019, pursuant to the Share Transfer Agreement dated February 18, 2019, by and among Citi Profit Investment Holding Limited and the Reporting Person.

(3) 907,142 shares of the Common Stock of the Issuer that the Reporting Person acquired on March 26, 2019, pursuant to the Agreement for the Purchase and Sale of Stock Equity dated February 15, 2019, by and among Eastham Global Holdings Limited and the Reporting Person.

(4) 1,740,000 shares of the Common Stock of the Issuer that the Reporting Person acquired on September 10, 2019 pursuant to the Share Purchase Agreement dated August 8, 2019, by and among Zhong Hui Holding Limited and the Reporting Person.

(5) 1,000,000 shares of the Common Stock of the Issuer that the Reporting Person sold on December 2, 2019 pursuant to the Stock Purchase Agreement dated November 30, 2019, by and among Jie Wang and the Reporting Person.

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.0001 per share of TMSR Holding Company Limited, a Nevada corporation whose principal executive office is located at A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China.

Item 2. Identity and Background.

This Schedule 13D is filed by Yimin Jin. The principal occupation of Yimin Jin is the Co-Chair of the Board and Chief Executive Officer of the Issuer.

The business address of Yimin Jin is c/o at A101 Hanzheng Street City Industry Park, No.21 Jiefang Avenue, Qiaokou District, Wuhan, Hubei, 430030, China. Yimin Jin is a citizen of People’s Republic of China (PRC).

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Person has not, during the last five years, been 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 and Other Consideration.

The aggregate purchase price for the 2,315,000 shares acquired on December 4, 2018, the 305,386 shares acquired on March 26, 2019, the 907,142 shares acquired on March 26, 2019 and the 1,740,000 shares acquired on September 10, 2019 was approximately US$12,369,540, which was provided from the Reporting Person’s personal fund.

On December 2, 2019, the Reporting Person sold 1,000,000 shares of Common Stock for a per share purchase price of $0.80 to a non-affiliate of the Company, in a private transaction pursuant to the Stock Purchase Agreement dated November 26, 2019.

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Item 4. Purpose of Transaction.

The purpose of the acquisitions is for investment only.

Except in the Reporting Person’s capacity as the Chief Executive Officer and a director of the Issuer, the Reporting Person does not have any current plans or proposals that would be related to or would result in any of the matters described in Items (a) through (j) of Item 4 of Schedule 13D; provided, however, that as part of his ongoing evaluation of his investment in the Issuer and investment alternatives, the Reporting Person may consider such matters in the future and, subject to applicable law or other restrictions, may formulate other purposes, plans or proposals regarding the Issuer or the Common Stock that may be deemed to be beneficially owned by the Reporting Person, or take any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Company.

(a)       The aggregate number and percentage of shares of the Issuer’s common stock to which this Schedule 13D relates is 4,267,528 shares of common stock held by the Reporting Person constituting 19.60% of the Issuer’s outstanding common stock.

(b)       The Reporting Person holds sole power to dispose of the Shares.

(c)       Other than the transaction described herein there has been no other transactions concerning the common stock of the Issuer effected during the past sixty (60) days.

(d)       No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.

(e)       Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.

Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1	Stock Purchase Agreement dated November 30, 2018
Exhibit 99.2	Share Transfer Agreement dated February 18, 2019
Exhibit 99.3	Agreement for the Purchase and Sale of Stock Equity dated February 15, 2019
Exhibit 99.4	Share Purchase Agreement dated August 8, 2019
Exhibit 99.5	Stock Purchase Agreement dated November 30, 2019

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 6, 2019
By:	/s/ Yimin Jin
	Yimin Jin

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EX-99.1

Exhibit 99.1

STOCK PURCHASE AGREEMENT

This Letter dated November 30, 2018, once fully executed and delivered, constitutes an agreement (the “Agreement”) of Yimin Jin (the “Purchaser”) to purchase from Jirong Huang and Qihai Wang (each a “Seller” or collectively the “Sellers”), and of the Sellers to sell to the Purchaser, a total of 2,315,000 ordinary shares (“Ordinary Shares”), of TMSR Holding Company Limited, a Nevada company (the “Company”) stock as indicated in Section 1 below, which the Sellers presently own.

The terms and conditions of this Agreement are as follows: 

1. Sale of the Company’s Ordinary Shares. 

a. In consideration of the settlement of debts previously provided by Purchaser to the Sellers in amount of US$ 4,305,900, each Seller agrees to transfer, and the Purchaser agrees to accept from each Seller 1,157,500 Ordinary Shares (the “Shares”).

b. Following due execution of this Agreement,

c. Immediately upon Purchaser’s delivery of the delivery notice, the Sellers shall deliver the certificates representing the Shares, with all of the fees, instructions and signatures required to transfer the Shares to the Purchaser, to the Company’s transfer agent, Continental Stock Transfer & Trust Company, located at 1 State Street Plaza, 30th Floor, New York, NY 10004-1561. In the instructions, the Sellers shall instruct the Company’s transfer agent to cancel the Sellers’ certificate representing the Shares and reissue the Shares in the names of the Purchaser and to the Purchaser as follows:

Purchaser’s Name	The Aggregate Amount of Shares to be Transferred	Mailing Address
Yimin Jin	2,315,000	ED. VILLA DE MER, Bl.4 FL. 7 D, 1161 RUA PEROLA ORIENTAL, Macao

d. The Closing of the transactions contemplated by this Agreement shall be deemed to have occurred upon the delivery of the certificates representing the Shares to the Purchaser.

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2. Purchaser represents and warrants to Seller as follows:

a. Purchaser has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

b. This Agreement has been duly executed and delivered by Purchaser and creates a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

c. The Purchaser is buying the Shares solely for its own account, for investment and not with a view to resale in connection with a distribution thereof.

d. The Purchaser agrees to hold harmless Seller from any losses Purchaser may sustain from any resale or disposition of the Shares.

e. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Purchaser or any agreement to which Purchaser is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Purchaser is bound or affected. 

f. The Purchaser has a net worth and income such that the loss of his, her or its entire investment in the Shares will not adversely affect the Purchaser’s financial condition, business or lifestyle.

g. The Purchaser has such knowledge, business and investment experience that Purchaser is fully capable of understanding the merits and risks associated with an investment in the Shares.

h. The representations made in this Agreement by Purchaser are deemed to be remade as of the Closing.

i. The Purchaser is not in possession of any material nonpublic information regarding the Company.

j. The Purchaser understands that investment in the Shares is an illiquid investment. In particular, they recognize that: (i) they must bear the economic risk of investment in the Shares for an indefinite period of time, since the Shares have not been registered under the Securities Act and therefore cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available.

k. The Purchaser has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Shares and is able to bear such risks, and has obtained, in the Investor’s judgment, sufficient information from the Company to evaluate the merits and risks of such investment. The Purchaser has evaluated the risks of investing in the Shares, understands there are substantial risks of loss incidental to the purchase of the Shares and has determined that the purchase of Shares is a suitable investment for the Purchaser.

l. The Purchaser represent that their investment objective is speculative in that they seek the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore their risk exposure is also speculative.

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m. The Purchaser represents that they have read the Company’s SEC filings and other publicly available information.

n. The Purchaser understands that the Shares have not been registered for resale under the Act, and, therefore, may not be resold in the absence of such a registration or otherwise in reliance upon the safe harbor provisions provided by Rule 144 promulgated under the Act. The Purchaser also understands that the Shares are being offered and sold in reliance upon the exemptions of Regulation S under the Securities Act (“Regulation S”). The Purchaser further represents that he is familiar with and understands both Rule 144 and Regulation S. The Purchaser understands that Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the eligibility of the Purchaser to acquire the Shares and the Purchaser acknowledges that it is not relying on any representation or warranty by Seller except as expressly set forth in section 3.

3. Seller represents and warrants to the Purchaser as follows:

a. Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

b. Seller is the beneficial and record owner of the Shares and has good and marketable (except for applicable securities law restrictions) title to the Shares, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature. Seller further represents that the Shares are restricted.

c. This Agreement has been duly executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

d. The Seller releases and forgoes claim to any and all profits and gains on the Shares incurred after the Closing.

e. The Seller is not in possession of any material nonpublic information regarding the Company.

f. Seller has provided the Purchaser with such information regarding the Company as is available to the Purchaser.

g. The Seller understands that Purchaser is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller set forth herein and the Seller acknowledges that it is not relying on any representation or warranty by Purchaser except as expressly set forth in section 2.

h. The representations made in this Agreement by Seller are deemed to be remade as of the Closing.

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4. Each of Purchaser and Seller agree as follows:

a. Seller shall hold Purchaser harmless for any commission and/or fees agreed to be paid by Seller to any broker, finder or other person or entity acting or purporting to act in a similar capacity and Purchaser shall hold Seller harmless for any commission and/or fees agreed to be paid by Purchaser to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

b. To furnish to the other such additional information regarding themselves and the Company as the other shall reasonably request prior to closing and which may be obtained without any unreasonable hardship or expense in connection with the consummation of the transactions contemplated in this Agreement.

c. To do all things reasonably necessary or convenient before or after the closing, and without further consideration, to consummate the transactions contemplated herein.

5. Indemnification by the Purchaser: The Purchaser agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement. 

6. Indemnification by the Seller: Seller agrees to indemnify, defend and hold harmless the Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation  reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement. 

7. Jurisdiction and Venue; Choice of Law; Waiver of Jury Trial; Attorneys’ Fees: The sole and exclusive jurisdiction and venue for any action or proceeding arising from or relating to this Agreement shall be the federal and state courts located in the City and County of New York, State of New York, and all parties hereto consent to the jurisdiction of such courts. This Agreement shall be deemed to have been executed and delivered within the State of New York] and any disputes arising from or relating to this Agreement shall be governed by the laws of the State of New York. All parties hereto agree that they irrevocably waive their right to a trial by jury in any action or proceeding arising from or relating to this Agreement. If any action or proceeding is brought by any party arising from or relating to this Agreement or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys’ fees to be fixed by the arbitrator, trial court, and/or appellate court if such party substantially prevails on all the issues in dispute. All questions as to the interpretation and effect of this Agreement shall be determined under the laws of the State of New York.

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8. Survival: The representations and warranties contained herein shall survive the closing date for a period of one (1) year, except for Section 3 (b) which will last indefinitely.

9. Notice: Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a Party.

10. Counterparts: This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

11. Parties in Interest. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

PURCHASER

By:	/s/ Yimin Jin
Name:  Yimin Jin

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

SELLER

By:	/s/ Jirong Huang
Name: Jirong Huang

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

SELLER

By:	/s/ Qihai Wang
Name: Qihai Wang

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EX-99.2

Exhibit 99.2

 

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EX-99.3

Exhibit 99.3

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EX-99.4

Exhibit 99.4

STOCK PURCHASE AGREEMENT

This Letter dated August 8, 2019. once fully executed and delivered, constitutes an agreement (the “Agreement”) of YIMIN JIN (the “Purchaser”) to purchase from Zhong Hui Holding Limited (“Seller”), and of Seller to sell to the Purchaser. 1,740,000 ordinary shares (“Ordinary Shares”), par value $0.0001, of TMSR Holding Company Limited, a Nevada company (the “Company”) stock as indicated in Section 1 below, which the Seller presently owns.

The terms and conditions of this Agreement are as follows:

1. Sale of the Company’s Ordinary Shares.

a. In consideration of $2,001,000 (the “Purchase Price”), Seller agrees to sell, and the Purchaser agree to purchase 1,740,000 Ordinary Shares (the “Shares”).

b. Following due execution of this Agreement,

c. The Seller shall deliver the stock power representing the Shares, with all of the fees, instructions and signatures required to transfer the Shares to the Purchaser, to the Company’s transfer agent Continental Stock Transfer and Trust located at 1 State Street 30th Floor, New York, NY 10004-1561. In the instructions, Seller shall instinct the Company’s transfer agent to cancel the Sellers’ certificate representing the Shares and reissue the Shares in the names of the Purchaser and to the Purchaser as follows:

Purchaser’s Name	Amount of Shares to be Transferred	Mailing Address
YIMIN JIN	1,740,000	ED VILLA DE MER BL 4 FL 7 D, 1161 RUA PEROLA ORIENTAL, MACAO

d. The Closing of the transactions contemplated by this Agreement shall be deemed to have occurred upon the completion of book entry reflecting the Shares to the Purchaser.

2. Purchaser represents and warrants to Seller as follows:

a. Purchaser has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

b. This Agreement has been duly executed and delivered by Purchaser and creates a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

c. The Purchaser is buying the Shares solely for its own account, for investment and not with a view to resale in connection with a distribution thereof.

d. The Purchaser agrees to hold harmless Seller from any losses Purchaser may sustain from any resale or disposition of the Shares.

e. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Purchaser or any agreement to which Purchaser is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Purchaser is bound or affected.

f. The Purchaser has such knowledge, business and investment experience that Purchaser is fully capable of understanding the merits and risks associated with an investment in the Shares.

g. The representations made in this Agreement by Purchaser are deemed to be remade as of the Closing.

3. Seller represents and warrants to the Purchaser as follows:

a. Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

b. Seller is the beneficial and record owner of the Shares and has good and marketable (except for applicable securities law restrictions) title to the Shares, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature. Seller further represents that the Shares are restricted.

c. This Agreement has been duly executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

d. The Seller releases and forgoes claim to any and all profits and gains on the Shares incurred after the Closing.

e. The Seller understands that Purchaser is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller set forth herein and the Seller acknowledges that it is not relying on any representation or warranty by Purchaser except as expressly set forth in section 2.

f. The representations made in this Agreement by Seller are deemed to be remade as of the Closing.

4. Indemnification by the Purchaser: The Purchaser agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

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5. Indemnification by the Seller: Seller agrees to indemnify, defend and hold harmless the Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

6. Jurisdiction and Venue; Choice of Law; Waiver of Jury Trial; Attorneys’ Fees: The sole and exclusive jurisdiction and venue for any action or proceeding arising from or relating to this Agreement shall be the federal and state courts located in the City and County of New York, State of New York, and all parties hereto consent to the jurisdiction of such courts. This Agreement shall be deemed to have been executed and delivered within the State of New York, and any disputes arising from or relating to this Agreement shall be governed by the laws of the State of New York. All parties hereto agree that they irrevocably waive their right to a trial by jury in any action or proceeding arising from or relating to this Agreement. If any action or proceeding is brought by any party arising from or relating to this Agreement or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys’ fees to be fixed by the arbitrator, trial court, and or appellate court if such party substantially prevails on all the issues in dispute. All questions as to the interpretation and effect of this Agreement shall be determined under the laws of the State of New York.

7. Survival: The representations and warranties contained herein shall survive the closing date for a period of one (1) year, except for Section 3 (b) which will last indefinitely.

8. Notice: Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a Party.

9. Counterparts: This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

PURCHASER
By:	/s/ Yimin Jin
Name:	YIMIN JIN

SELLER
By:	/s/ Dong Jiang
Name:	Dong Jiang
Title:	authorized representative

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EX-99.5

Exhibit 99.5

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