☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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* |
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.
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SCHEDULE 13G
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CUSIP No. G10830100
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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Huarong Tianze Investments Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)☐
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(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
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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
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929,999(1)
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6
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SHARED VOTING POWER
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444,444(2)
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7
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SOLE DISPOSITIVE POWER
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929,999(1)
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8
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SHARED DISPOSITIVE POWER
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444,444(2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,374,443(1)(2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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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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6.10%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Includes 929,999 ordinary shares of BeyondSpring Inc., par value $0.0001 per share (“Ordinary Shares”), owned directly by HuaRong TianZe (HK) Investment Limited Partnership (“HuaRong TianZe (HK)”). Mr. Xiaoming Ran is the sole managing member of Huarong Tianze Investments Limited (“Huarong Tianze”). HuaRong TianZe (HK) is an affiliate of Huarong Tianze.
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(2) |
Includes 444,444 Ordinary Shares owned directly by Beijing Huarong Sangel Venture Capital (Limited Partnership) (previously named Beijing Sangel Venture Capital (Limited Partnership)) (“Beijing Huarong Sangel”). Huarong Tianze and Shenzhen Sangel Capital Management Limited Company (“Sangel Venture Capital”) are the general partners of Beijing Huarong Sangel.
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SCHEDULE 13G
|
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CUSIP No. G10830100
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Page 3 of 9
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1
|
NAMES OF REPORTING PERSONS
|
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||
Xiaoming Ran
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(a)☐
|
|||||
(b)☐
|
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|
|||
3
|
SEC USE ONLY
|
|
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||
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|||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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|
||
China
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
SOLE VOTING POWER
|
|
|
|
929,999(1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
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|
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||
444,444(2)
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|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
|
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|
||
929,999(1)
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|
|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
444,444(2)
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|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,374,443(1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.10%
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|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Includes 929,999 Ordinary Shares owned directly by HuaRong TianZe. Mr. Xiaoming Ran is the sole managing member of Huarong Tianze. HuaRong TianZe (HK) is an affiliate of Huarong Tianze
|
(2) |
Includes 444,444 Ordinary Shares owned directly by Beijing Huarong Sangel. Huarong Tianze and Sangel Venture Capital are the general partners of Beijing Huarong Sangel.
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SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 4 of 9
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Item 1(a) |
Name of Issuer:
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Item 1(b) |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a)-(c) |
Name of Persons Filing; Address of Principal Business Office; and Citizenship
|
1. |
Huarong Tianze Investments Limited (“Huarong Tianze”), a limited liability company organized under the laws of China, in its capacity as (i) general partner of Beijing Huarong Sangel Venture Capital (Limited Partnership) (previously named Beijing Sangel Venture Capital (Limited Partnership)) the direct owner of (“Beijing Huarong Sangel”), the direct owner of 444,444 of the Issuer’s Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”); and (ii) an affiliate of HuaRong TianZe (HK) Investment Limited Partnership (“HuaRong TianZe (HK)”), the direct owner of 929,999 Ordinary Shares; and
|
2. |
Mr. Xiaoming Ran (“Mr. Ran”), a Chinese citizen, in Mr. Ran’s capacity as the sole managing member of Huarong Tianze.
|
Item 2(d) |
Title of class of securities:
|
Item 2(e) |
CUSIP No.:
|
Item 3. |
If this statement is filed pursuant to §§ 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);
|
SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 5 of 9
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
(h)
|
☐
|
A savings association 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 (15 U.S.C. 80a-3);
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
(k)
|
☐
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________
|
Item 4. |
Ownership:
|
A.
|
Huarong Tianze
|
Amount beneficially owned: 1,374,443
|
|||
Percent of class: 6.10%
|
|||
Number of shares to which the person has:
|
|||
(i)
|
Sole Voting Power:
|
929,999
|
|
(ii)
|
Shared Voting Power:
|
444,444
|
|
(iii)
|
Sole Dispositive Power:
|
929,999
|
|
(iv)
|
Shared Dispositive Power:
|
444,444
|
B.
|
Mr. Ran
|
Amount beneficially owned: 1,374,443
|
|||
Percent of class: 6.10%
|
|||
Number of shares to which the person has:
|
|||
(i)
|
Sole Voting Power:
|
929,999
|
|
(ii)
|
Shared Voting Power:
|
444,444
|
|
(iii)
|
Sole Dispositive Power:
|
929,999
|
|
(iv)
|
Shared Dispositive Power:
|
444,444
|
SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 6 of 9
|
Item 5. |
Ownership of 5 Percent or Less of a Class.
|
SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 7 of 9
|
Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 8 of 9
|
Dated:February 14, 2018
|
||||
HUARONG TIANZE INVESTMENTS LIMITED
|
||||
By:
|
/s/ Xiaoming Ran
|
|||
Name:
|
Xiaoming Ran
|
|||
Title:
|
Legal Representative
|
/s/ Xiaoming Ran
|
||
Xiaoming Ran
|
SCHEDULE 13G
|
||
CUSIP No. G10830100
|
Page 9 of 9
|
Joint Filing Agreement, dated as of February 14, 2018, by and between Huarong Tianze Investments Limited and Xiaoming Ran, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
Dated: February 14, 2018
|
||||
HUARONG TIANZE INVESTMENTS LIMITED
|
||||
By:
|
/s/ Xiaoming Ran
|
|||
Name:
|
Xiaoming Ran
|
|||
Title:
|
Legal Representative
|
/s/ Xiaoming Ran
|
||
Xiaoming Ran
|