☐ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☒ |
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.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 2 of 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ever Regal Group Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|
|
||
3,660,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,660,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,660,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
15.79% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 23,184,614 Ordinary Shares of BeyondSpring Inc. (the “Ordinary Shares”) outstanding as of February 14, 2019.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 3 of 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Fairy Eagle Investment Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|
|
||
4,620,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,620,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,620,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
19.93% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 23,184,612 Ordinary Shares outstanding as of February 14, 2019.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 4 of 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Rosy Time Holdings Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|
|
||
2,190,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,190,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,190,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.45% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 23,184,612 Ordinary Shares outstanding as of February 14, 2019.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 5 of 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lan Huang
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
49.03% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
Includes 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investment Limited, 2,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 3,660,000 Ordinary Shares owned directly by Ever Regal Group Limited, 600,000
shares by the Lan Huang Trust and 137,037 Ordinary Shares held directly by Mr. Jia. Also includes 160,000 Ordinary Shares owned directly by Wanchun Biotechnology Co., LTD (“Wanchun Biotech”). Dr.
Lan Huang and Mr. Linqing Jia, her spouse, jointly own 100% of the equity interests in Wanchun Biotech. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.
|
(2) |
Based on 23,184,612 Ordinary Shares outstanding as of February 14, 2019.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 6 of 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Linqing Jia
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
||||
(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
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,367,037(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
49.03% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
Includes 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investment Limited, 2,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 3,660,000 Ordinary Shares owned directly by Ever Regal Group Limited, 600,000
shares by the Lan Huang Trust and 137,037 Ordinary Shares held directly by Mr. Jia. Also includes 160,000 Ordinary Shares owned directly by Wanchun Biotechnology Co., LTD (“Wanchun Biotech”). Dr.
Lan Huang and Mr. Linqing Jia, her spouse, jointly own 100% of the equity interests in Wanchun Biotech. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.
|
(2)
|
Based on 23,184,612 Ordinary Shares outstanding as of February 14, 2019.
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 7 of 12
|
Item 1(a) |
Name of Issuer:
|
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. |
Ever Regal Group Limited, a limited liability company organized under the laws of the British Virgin Islands (“Ever Regal”), in its capacity as the direct owner of 3,660,000 of the Issuer’s
Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”);
|
2. |
Fairy Eagle Investment Limited, a limited liability company organized under the laws of the British Virgin Islands (“Fairy Eagle”), in its capacity as the direct owner of 4,620,000 Ordinary
Shares;
|
3. |
Rosy Time Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Rosy Time”), in its capacity as the direct owner of 2,190,000 Ordinary Shares;
|
4. |
Lan Huang, a Chinese citizen (“Dr. Huang”), in Dr. Huang’s capacity as the sole owner of Ever Regal; and
|
5. |
Linqing Jia, a Chinese citizen (“Mr. Jia”), in Mr. Jia’s capacity as the sole owner of each of Fairy Eagle and Rosy Time.
|
Item 2(d) |
Title of class of securities:
|
Item 2(e) |
CUSIP No.:
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 8 of 12
|
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);
|
(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 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:
|
Number of shares to which the person has:
|
||
(i)
|
Sole Voting Power:
|
0
|
(ii)
|
Shared Voting Power:
|
3,660,000
|
(iii)
|
Sole Dispositive Power:
|
0
|
(iv)
|
Shared Dispositive Power:
|
3,660,000
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 9 of 12
|
B. |
Fairy Eagle
|
|
Amount beneficially owned: 4,620,000
Percent of class: 19.93%
|
||
Number of shares to which the person has:
|
||
(i) Sole Voting Power:
|
0
|
|
(ii) Shared Voting Power:
|
4,620,000
|
|
(iii) Sole Dispositive Power:
|
0
|
|
(iv) Shared Dispositive Power:
|
4,620,000
|
|
C. |
Rosy Time
|
|
Amount beneficially owned: 2,190,000
|
||
Percent of class: 9.45%
|
||
Number of shares to which the person has:
|
||
(i) Sole Voting Power:
|
0
|
|
(ii) Shared Voting Power:
|
2,190,000
|
|
(iii) Sole Dispositive Power:
|
0
|
|
(iv) Shared Dispositive Power:
|
2,190,000
|
|
D. |
Dr. Huang
|
|
Amount beneficially owned: 11,367,037
|
||
Percent of class: 49.03%
|
||
Number of shares to which the person has:
|
||
(i) Sole Voting Power:
|
0
|
|
(ii) Shared Voting Power:
|
11,367,037
|
|
(iii) Sole Dispositive Power:
|
0
|
|
(iv) Shared Dispositive Power:
|
11,367,037
|
|
E. |
Mr. Jia
|
|
Amount beneficially owned: 11,367,037
|
||
Percent of class: 49.03%
|
||
Number of shares to which the person has:
|
||
(i) Sole Voting Power:
|
0
|
|
(ii) Shared Voting Power:
|
11,367,037
|
|
(iii) Sole Dispositive Power:
|
0
|
|
(iv) Shared Dispositive Power:
|
11,367,037
|
CUSIP No. G10830100
|
SCHEDULE 13G
|
Page 10 of 12
|
Item 5. |
Ownership of 5 Percent or Less of a Class.
|
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.
|
Dated: February 19, 2019 | |||
|
EVER REGAL GROUP LIMITED
|
||
|
|
|
|
|
By:
|
/s/ Lan Huang
|
|
Name:
|
Lan Huang
|
|
|
Title:
|
Director
|
|
FAIRY EAGLE INVESTMENT LIMITED
|
|||
By:
|
/s/ Linqing Jia
|
Name:
|
Linqing Jia
|
||
Title:
|
Director | ||
ROSY TIME HOLDINGS LIMITED
|
|||
By:
|
/s/ Linqing Jia
|
Name:
|
Linqing Jia
|
||
Title:
|
Director
|
||
/s/ Lan Huang
|
||
Lan Huang
|
||
/s/ Linqing Jia
|
||
Linqing Jia
|