0001511164-18-000433.txt : 20180716 0001511164-18-000433.hdr.sgml : 20180716 20180716163007 ACCESSION NUMBER: 0001511164-18-000433 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180716 DATE AS OF CHANGE: 20180716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dogness (International) Corp CENTRAL INDEX KEY: 0001707303 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90500 FILM NUMBER: 18954726 BUSINESS ADDRESS: STREET 1: TONGSHA INDUSTRIAL ESTATE, EAST DISTRICT CITY: DONGGUAN, GUANGDONG STATE: F4 ZIP: 523217 BUSINESS PHONE: 86 769 88753300 MAIL ADDRESS: STREET 1: TONGSHA INDUSTRIAL ESTATE, EAST DISTRICT CITY: DONGGUAN, GUANGDONG STATE: F4 ZIP: 523217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fine Victory Holding Co Ltd CENTRAL INDEX KEY: 0001743339 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TONGSHA INDUSTRIAL ESTATE, EAST DISTRICT CITY: DONGGUAN, GUANGDONG STATE: F4 ZIP: 523217 BUSINESS PHONE: 86 769 88753300 MAIL ADDRESS: STREET 1: TONGSHA INDUSTRIAL ESTATE, EAST DISTRICT CITY: DONGGUAN, GUANGDONG STATE: F4 ZIP: 523217 SC 13G 1 sc13gfinevictory.htm SC 13G Converted by EDGARwiz

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No._)*

 

Dogness (International) Corporation

(Name of Issuer)

 

Class A Common Shares

(Title of Class of Securities)

 

G2788T 103

(CUSIP Number)

 

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

¨ 

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x 

Rule 13d-1(d)

 

*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).

 

 

 

 



1




CUSIP No. G2788T 103

 

1. Names of Reporting Persons

Fine victory holding company Limited

 

2. Check the Appropriate Box if a Member of a Group

(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

0

 

6. Shared Voting Power

9,069,000 (1)(2)

 

7. Sole Dispositive Power

0

 

8. Shared Dispositive Power

9,069,000 (1)(2)


 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,000 (1)(2)

 

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

 

11. Percent of Class Represented by Amount in Row (9)

35.0% (2)(3)

 

12. Type of Reporting Person

CO

 

 

 

(1)

Consists of 9,069,000 Class B Common Shares held directly by Fine victory holding company Limited. Each holder of Class B Common Shares is entitled to three votes for each Class B Common Share which such shareholder holds. Class B common shares are convertible into Class A Common Shares on a one for one basis. Silong Chen is the sole owner and the director of Fine victory holding company Limited and has sole voting and dispositive power over all shares held by Fine victory holding company Limited.

 

(2)

Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

 

(3)

The percentages set forth in this Schedule 13G are calculated on the basis of 16,844,631 Class A Common Shares outstanding as of May 31, 2018, plus 9,069,000 shares of Class A Common Shares issuable upon conversion of the Class B Common Shares beneficially owned by the reporting person.  

 



2




CUSIP No. G2788T 103

 

1. Names of Reporting Persons

Silong Chen

 

2. Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3. SEC Use Only

 

4. Citizenship or Place of Organization

China

 


Number of Shares
Beneficially Owned
by Each Reporting
Person With:

5. Sole Voting Power

0

 

6. Shared Voting Power

9,069,000 (1)(2)

 

7. Sole Dispositive Power

0

 

8. Shared Dispositive Power

9,069,000 (1)(2)


 

9. Aggregate Amount Beneficially Owned by Each Reporting Person

9,069,000(1)(2)

 

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

 

11. Percent of Class Represented by Amount in Row (9)

35.0% (2)(3)

 

12. Type of Reporting Person

IN

 

 

(1)

Consists of 9,069,000 Class B Common Shares held directly by Fine victory holding company Limited. Each holder of Class B Common Shares is entitled to three votes for each Class B Common Share which such shareholder holds. Class B common shares are convertible into Class A Common Shares on a one for one basis. Silong Chen is the sole owner and the director of Fine victory holding company Limited and has sole voting and dispositive power over all shares held by Fine victory holding company Limited.

 

(2)

Assumes conversion of all such reporting person’s Class B Common Shares into Class A Common Shares.

 

(3)

The percentages set forth in this Schedule 13G are calculated on the basis of 16,844,631 Class A Common Shares outstanding as of May 31, 2018, plus 9,069,000 shares of Class A Common Shares issuable upon conversion of the Class B Common Shares beneficially owned by the reporting person.  

 

 



3




CUSIP No. G2788T 103

 

ITEM 1.

 

 

(a)

Name of Issuer:

Dogness (International) Corporation

 

 

(b)

Address of Issuer’s Principal Executive Offices:

Tongsha Industrial Estate, East District

Dongguan, Guangdong

People’s Republic of China 523217

 

ITEM 2.

 

 

(a)

Name of Person Filing:

Fine victory holding company Limited

Silong Chen

 

 

(b)

Address of Principal Business Office, or if None, Residence:

Fine victory holding company Limited: AMS Trustees Limited, Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands

Silong Chen: Tongsha Industrial Estate, East District, Dongguan, Guangdong, People’s Republic of China 523217.

 

 

(c)

Citizenship:

Fine victory holding company Limited: British Virgin Islands

Silong Chen: China

 

 

(d)

Title of Class of Securities:

Class A Common Shares.

 

 

(e)

CUSIP Number:

G2788T 103

 

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:

 

 

(a)

¨

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b)

¨

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

¨

A parent holding company or control person in accordance with §240.13d-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 (15 U.S.C. 80a-3);

 

(j)

¨

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J)

 

(k)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 



4




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.


 

 

Amount
beneficially
owned:

 

Percent
of
class:

 

Sole power
to vote or
direct the
vote:

 

Shared
power to
vote or to
direct

the vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or to

direct the
disposition of:

Fine victory holding company Limited

 

9,069,000

 

35.0%

 

0

 

9,069,000

 

0

 

9,069,000

 

Silong Chen

 

9,069,000

 

35.0%

 

0

 

9,069,000

 

0

 

9,069,000

 

 

The percentages set forth in this Schedule 13G are calculated on the basis of 16,844,631 Class A Common Shares outstanding as of May 31, 2018, plus 9,069,000 shares of Class A Common Shares issuable upon conversion of the Class B Common Shares beneficially owned by the reporting person.  


Fine victory holding company Limited, a British Virgin Islands company, is the record owner of 9,069,000 Class B Common Shares. Silong Chen is the sole owner and the director of Fine victory holding company Limited and has sole voting and dispositive power over all shares held by Fine victory holding company Limited.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

 

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.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 



5




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: July 16, 2018

 

 

 

 

 

(Signature)

 

 

 

/s/ Silong Chen

 

Silong Chen, Director

Fine victory holding company Limited

 

 

 

 /s/ Silong Chen

 

Silong Chen




6




LIST OF EXHIBITS

 

 

 

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement


  




7



 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Converted by EDGARwiz

 Exhibit 99.1

 

Joint Filing Agreement


Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

 

July 16, 2018

 

Fine victory holding company Limited

 

 

 

By:

/s/ Silong Chen

 

 

 

Director

 

 

 

July 16, 2018 

 /s/ Silong Chen

 

 

Silong Chen