SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G39973105

(CUSIP Number)

Bing Zhang

22F, Block B, Xinhua Technology Building,

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China 100016

+86-138-1035-5988

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

April 22, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

* This Schedule constitutes Amendment No. 3 to the Schedule 13D filed by Happy Starlight Limited and Mr. Bing Zhang on February 14, 2020 (as amended, the “HSL Original Schedule 13D”), Amendment No. 1 to the Schedule 13 D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 14, 2020 (the “ESL Original Schedule 13D”) and an initial Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited.

* 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).

CUSIP No. G39973105 SCHEDULE 13D Page 2 of 32 pages

1	Names of Reporting Persons Happy Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 18,952,863
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 18,952,863

11	Aggregate Amount Beneficially Owned by Each Reporting Person 18,952,863
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 27.8%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 3 of 32 pages

1	Names of Reporting Persons Bing Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 760,000
	8	Shared Voting Power 18,952,863
	9	Sole Dispositive Power 760,000
	10	Shared Dispositive Power 18,952,863

11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,712,863
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 28.9%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 4 of 32 pages

1	Names of Reporting Persons Enjoy Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) WC; OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 6,554,116
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 6,554,116

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,554,116
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 9.6%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 5 of 32 pages

1	Names of Reporting Persons Jia Lu
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 165
	8	Shared Voting Power 6,554,116
	9	Sole Dispositive Power 165
	10	Shared Dispositive Power 6,554,116

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,554,281
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 9.6%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 6 of 32 pages

1	Names of Reporting Persons Shah Capital Management, Inc.
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization State of North Carolina, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%*
14	Type of Reporting Person IA

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 7 of 32 pages

1	Names of Reporting Persons Shah Capital Opportunity Fund LP
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization State of Delaware, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%*
14	Type of Reporting Person PN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 8 of 32 pages

1	Names of Reporting Persons Himanshu H. Shah
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United State of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 9 of 32 pages

1	Names of Reporting Persons Wealth Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 4,219,370
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 4,219,370

11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,370
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.2%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 10 of 32 pages

1	Names of Reporting Persons Ronghui Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 2,749
	8	Shared Voting Power 4,219,370
	9	Sole Dispositive Power 2,749
	10	Shared Dispositive Power 4,219,370

11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,222,119
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.2%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 11 of 32 pages

1	Names of Reporting Persons Wei Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 720,595
	8	Shared Voting Power 0
	9	Sole Dispositive Power 720,595
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 720,595
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.1%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 12 of 32 pages

1	Names of Reporting Persons Rich Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 3,362,521
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,362,521

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,362,521
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.9%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 13 of 32 pages

1	Names of Reporting Persons Hui Lin
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 0
	8	Shared Voting Power 3,362,521
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,362,521

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,362,521
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.9%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 14 of 32 pages

1	Names of Reporting Persons Renny Consulting Ltd
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 20,000
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 20,000

11	Aggregate Amount Beneficially Owned by Each Reporting Person 20,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.03%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 15 of 32 pages

1	Names of Reporting Persons Lilly Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 947,232
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 947,232

11	Aggregate Amount Beneficially Owned by Each Reporting Person 947,232
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.4%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 16 of 32 pages

1	Names of Reporting Persons Hanying Li
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 0
	8	Shared Voting Power 967,232
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 967,232

11	Aggregate Amount Beneficially Owned by Each Reporting Person 967,232
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.4%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 17 of 32 pages

1	Names of Reporting Persons Song Gao
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 500,000
	8	Shared Voting Power 0
	9	Sole Dispositive Power 500,000
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 500,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.7%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 18 of 32 pages

1	Names of Reporting Persons Smart Best International Corporation
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,212,068
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,212,068

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,212,068
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.2%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 19 of 32 pages

1	Names of Reporting Persons Peiyuan Qiu
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 141,000
	8	Shared Voting Power 2,212,068
	9	Sole Dispositive Power 141,000
	10	Shared Dispositive Power 2,212,068

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,353,068
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.5%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 20 of 32 pages

1	Names of Reporting Persons Zhengjun Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 1,334,299
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,334,299
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,334,299
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.0%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 21 of 32 pages

1	Names of Reporting Persons Nan Lu
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Hong Kong Special Administrative Region, People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 1,025,348
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,025,348
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,025,348
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.5%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 22 of 32 pages

1	Names of Reporting Persons Jianhua Wang
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 1,000,000
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,000,000
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.5%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 23 of 32 pages

1	Names of Reporting Persons Ring & King Investment Co., Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 257,525
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 257,525

11	Aggregate Amount Beneficially Owned by Each Reporting Person 257,525
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.4%*
14	Type of Reporting Person CO

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 24 of 32 pages

1	Names of Reporting Persons Ailin Xin
2	Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check 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 0
	8	Shared Voting Power 257,525
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 257,525

11	Aggregate Amount Beneficially Owned by Each Reporting Person 257,525
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.4%*
14	Type of Reporting Person IN

* Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D Page 25 of 32 pages

Explanatory Note

This Schedule constitutes Amendment No. 3 to the Schedule 13D filed by Happy Starlight Limited (“HSL”) and Mr. Bing Zhang on February 14, 2020 (as amended, the “HSL Original Schedule 13D”), Amendment No. 1 to the Schedule 13 D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 14, 2020 (the “ESL Original Schedule 13D”) and an initial Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited., relating to the ordinary shares, par value $0.0001 per share (“Shares”), of Glory Star New Media Group Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”). Except as set forth herein, the HSL Original Schedule 13D and the ESL Original Schedule 13D are unmodified and remain in full force and effect as to the applicable reporting persons thereof. Capitalized terms used but not defined herein shall have the meaning set forth in the HSL Original Schedule 13D.

The principal executive offices of the Issuer are located at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, People’s Republic of China.

Shares of the Issuer are listed on the Nasdaq Capital Market under the symbol “GSMG.”

Item 2. Identity and Background.

Item 2 of the HSL Original Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule is being filed by the following persons (each a “Reporting Person” and, collectively the “Reporting Persons”):

(i) HSL, a corporation organized under the laws of the British Virgin Islands with a principal business involving investments;

(ii) Mr. Bing Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director, chairman and executive officer of the Issuer and the sole director and shareholder of HSL;

(iii) Enjoy Starlight Limited, a corporation organized under the laws of the British Virgin Islands with a principal business involving investments (“ESL”);

(iv) Jia Lu, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of the Issuer, senior vice president of Glory Star Media (Beijing) Co., Ltd, and a director of ESL;

(v) Shah Capital Management, Inc., a corporation organized under the laws of North Carolina, United States of America with a principal business involving investments (“Shah Capital”);

CUSIP No. G39973105 SCHEDULE 13D Page 26 of 32 pages

(vi) Shah Capital Opportunity Fund LP, a limited partnership organized under the laws of the State of Delaware, United States of America with a principal business involving investments (“Shah Opportunity”);

(vii) Himanshu H. Shah, an individual who is a citizen of the United States of America and whose present principal occupation is the president and chief investment officer of Shah Capital;

(viii) Wealth Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“WSL”);

(ix) Ronghui Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of WSL;

(x) Wei Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xi) Rich Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“RSL”);

(xii) Hui Lin, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of RSL;

(xiii) Renny Consulting Ltd, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Renny Consulting”);

(xiv) Lilly Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“LSL”);

(xv) Hanying Li, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of Renny Consulting and LSL;

(xvi) Song Gao, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xvii) Smart Best International Corporation, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Smart Best”);

(xviii) Peiyuan Qiu, an individual who is a citizen of Canada and whose present principal occupation is the director of Smart Best;

(xix) Zhengjun Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xx) Nan Lu, an individual who is a citizen of the Hong Kong Special Administrative Region of the People’s Republic of China and whose present principal occupation is a private investor;

(xxi) Jianhua Wang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xxii) Ring & King Investment Co., Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Ring & King”); and

(xxiii) Ailin Xin, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of Ring & King.

CUSIP No. G39973105 SCHEDULE 13D Page 27 of 32 pages

The business address of Himanshu H. Shah, Shah Capital and Shah Opportunity is 8601 Six Forks Road, Ste. 630, Raleigh, NC 27615, the United States of America.

The business address of each of the other Reporting Persons is c/o 22F, Block B, Xinhua Science and Technology Mansion, Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented by inserting the following:

Support Agreements

On April 22, 2022, HSL entered into a support agreement (collectively, the “Support Agreements”) with each of Jia Lu, ESL, Shah Opportunity, Ronghui Zhang, WSL, Wei Zhang, Hui Lin, Hanying Li, LSL, Song Gao, Peiyuan Qiu, Zhengjun Zhang, Nan Lu, Jianhua Wang and Ailin Xin (collectively, the “Shareholders”).

Pursuant to the Support Agreements, the Shareholders have agreed, among other things, to vote all Shares covered by the Support Agreements (the “Covered Shares”) in favor of the Proposed Acquisition. The Shareholders have also agreed (i) not to discuss with any other person about any potential privatization of the Issuer or any other similar transaction, or enter into or reach any agreement or arrangement with any other person in relation thereto and (ii) to cease, and to cause its affiliates and representatives to cease, any discussion or negotiation with any other person in connection with the acquisition of all or any portion of the shares or assets of the Issuer.

In addition, the Shareholders have agreed to contribute all of their respective Covered Shares to a new company to be incorporated for the purpose of effecting the Proposed Acquisition in exchange for shares of such new company.

Each Support Agreement may be terminated by HSL unilaterally at any time.

The foregoing descriptions of the Support Agreements are not complete and are qualified in their entirety by the text of such agreements. English translation of the form of the Support Agreements entered into with the Shareholders (other than Shah Opportunity) and the Support Agreement entered into with Shah Opportunity are attached as exhibits hereto and are incorporated herein by reference.

CUSIP No. G39973105 SCHEDULE 13D Page 28 of 32 pages

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Support Agreements, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with the Proposal, the Reporting Persons may engage in discussions with management, the Board, and security holders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Proposed Acquisition. There can be no assurance, however, that any proposed transaction would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

Item 5 of the HSL Original Schedule 13D is amended and restated in its entirety as follows:

(a) and (b) The information contained on the cover pages to this Schedule is incorporated herein by reference.

Group Interest

As a result of the execution of the support agreements, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act comprising HSL, Bing Zhang, ESL, Jia Lu, Himanshu H. Shah, Shah Capital, Shah Opportunity, Ronghui Zhang, WSL, Wei Zhang, Hui Lin, RSL, Hanying Li, LSL, Renny Consulting, Song Gao, Peiyuan Qiu, Smart Best, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King. As a result, the group may be deemed to have acquired beneficial ownership of all the Shares beneficially owned by each member of the “group”. As such, the group may be deemed to beneficially own in the aggregate 49,567,102 Shares, which represents approximately 72.8% of the total outstanding Shares. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Shares beneficially owned in the aggregate by other members of the “group” and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were purchases of Shares effected in the open market.

CUSIP No. G39973105 SCHEDULE 13D Page 29 of 32 pages

Name of Reporting Person	Date of Transaction		Amount of Shares		Price Per Share ($)
Shah Opportunity		3/8/2022		74,373	$	1.02
Shah Opportunity		3/9/2022		333,425	$	1.03

Except as described in this Schedule, during the past 60 days none of the Reporting Persons has effected any transactions in the Shares.

(d) None.

(e) Not applicable.

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

The descriptions of the principal terms of the Support Agreements under Item 4 are incorporated herein by reference in their entirety.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented by adding the following exhibits:

Exhibit Number	Description
1	English Translation of the Form of Support Agreements entered into between HSL and each of the Shareholders (other than Shah Opportunity)
2	Support Agreement, dated as of April 22, 2022, by and between HSL and Shah Opportunity
3	Joint Filing Agreement between the Reporting Persons

CUSIP No. G39973105 SCHEDULE 13D Page 30 of 32 pages

SIGNATURES

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: April 22, 2022

Bing Zhang
By:	/s/ Bing Zhang
Name:	Bing Zhang, an individual
Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Jia Lu
By:	/s/ Jia Lu
Name:	Jia Lu, an individual
Enjoy Starlight Limited
By:	/s/ Jia Lu
Name:	Jia Lu, Authorized Signatory
Himanshu H. Shah
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, an individual
Shah Capital Opportunity Fund LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory
Shah Capital Management, Inc.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory

CUSIP No. G39973105 SCHEDULE 13D Page 31 of 32 pages

Ronghui Zhang
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, an individual
Wealth Starlight Limited
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, Authorized Signatory
WEI Zhang
By:	/s/ Wei Zhang
Name:	Wei Zhang, an individual
Hui Lin
By:	/s/ Hui Lin
Name:	Hui Lin, an individual
Rich Starlight Limited
By:	/s/ Hui Lin
Name:	Hui Lin, Authorized Signatory
Hanying Li
By:	/s/ Hanying Li
Name:	Hanying Li, an individual
Lilly Starlight Limited
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Renny Consulting Ltd
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory

CUSIP No. G39973105 SCHEDULE 13D Page 32 of 32 pages

Song Gao
By:	/s/ Song Gao
Name:	Song Gao, an individual
Peiyuan Qiu
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, an individual
Smart Best International Corporation
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, Authorized Signatory
Zhengjun Zhang
By:	/s/ Zhengjun Zhang
Name:	Zhengjun Zhang, an individual
Nan Lu
By:	/s/ Nan Lu
Name:	Nan Lu, an individual
Jianhua Wang
By:	/s/ Jianhua Wang
Name:	Jianhua Wang, an individual
Ailin Xin
By:	/s/ Ailin Xin
Name:	Ailin Xin, an individual
Ring & King Investment Co., Limited
By:	/s/ Ailin Xin
Name:	Ailin Xin, Authorized Signatory

EX-1

Exhibit 1

Support Agreement

This SUPPORT AGREEMENT (this “Agreement”) is entered into on April 22, 2022 by and between:

1) Happy Starlight Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Bing Zhang (the “Lead Investor”);

2) [Please refer to “Name of the Buyer Consortium Member(s)” in Annex A], [a citizen of the [              ], whose identity card number is [              ]] [and] [a company incorporated in Cayman Islands] (a “Buyer Consortium Member”).

Each of the Lead Investor and the Buyer Consortium Member is referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Lead Investor intends to, through the Buyer Consortium (as defined below), acquire all of the issued and outstanding ordinary shares of Glory Star New Media Group Holdings Limited (the “Target”), thereby privatizing the Target (the “Privatization”).

(B) The Buyer Consortium Member intends to join the buyer consortium led by the Lead Investor (the “Buyer Consortium”) to participate in the Privatization.

After friendly consultation, and intending to be legally bound hereby, the Parties hereto agree as follows:

1. Exclusive Transaction and Voting Undertakings

1.1 Upon execution of this Agreement, the Buyer Consortium Member undertakes that it will, on an exclusive basis, participate in the Privatization, and will not, discuss with any other person about any potential privatization of the Target or any other similar transaction, nor will it enter into or reach any agreement or arrangement with any other person in relation thereto.

1.2 The Buyer Consortium Member undertakes to exercise, or cause to be exercised, all of the voting rights attached to the Covered Shares (as defined below) at the relevant general or special meeting of the shareholders of the Target, or in any other circumstance in which the voting, consent or other approval of all or some of the shareholders of the Target is sought, to vote in favour of the approval of the Privatization, and to vote against any competing transaction or any other action, transaction, proposal or agreement that may or is intended to prevent, hinder or in any material aspect interfere with or postpone, the Privatization.

1.3 The Buyer Consortium Member shall immediately cease, and shall cause its affiliates and the representatives of itself and its affiliates to immediately cease, any discussion or negotiation with any other person in connection with the acquisition of all or any portion of the shares or assets of the Target. From and after the date of this Agreement, the Buyer Consortium Member shall promptly notify the Lead Investor of any approach by any person (other than the Lead Investor) to the Buyer Consortium Member in relation to any potential acquisition of all or any portion of the shares or assets of the Target.

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2. Waiver of Appraisal Rights

The Buyer Consortium Member irrevocably and unconditionally waives, and agrees to cause to be waived, any dissenters’ rights, rights of appraisal and any other similar rights with respect to the Privatization under the laws of the Cayman Islands.

3. capital Contribution

3.1 The Lead Investor will form a newly established special purpose vehicle (the “Acquisition Vehicle”) for the purpose of effecting the Privatization. Upon completion of the Privatization, all members of the Buyer Consortium will collectively own 100% of the issued and outstanding share capital of the Target or the surviving company of the Privatization, either directly or indirectly through the Acquisition Vehicle (the Acquisition Vehicle or the surviving company in the Privatization (if the Acquisition Vehicle does not survive the relevant merger transaction that effects the Privatizatoin)) shall be referred to herein as the “HoldCo”).

3.2 The Shareholder shall contribute all of its Covered Shares (as defined below) to HoldCo in exchange for such number of shares of the HoldCo to be issued to the Shareholder immediately prior to completion of the Privatization.

3.3 The shareholding percentage of the Buyer Consortium Member in the delisted Target or the surviving company will be determined according to the proportion of its capital contribution amount in the form of shares of the Target (the value of which will be determined based on the final price of the Privatization) in the total amount of the capital contributions made by all Buyer Consortium members.

4. Privatization

4.1 The final terms of the Privatization, including the price per ordinary share of the Target to be paid by the Buyer Consortiutm, will be determined by the Lead Investor.

4.2 The Lead Investor may, in its sole and absolute discretion, introduce any new member to join the Buyer Consortium at any time.

5. Covered Shares

5.1 The Buyer Consortium Member undertakes that neither it nor any of its affiliates will acquire any additional equity securities of the Target, whether through open market purchase, off-market or private acquisition or otherwise, from and after the date hereof without prior written consent of the Lead Investor.

5.2 The Buyer Consortium Member undertakes that it will not, and will procure that none of its affiliates will, directly or indirectly, transfer, pledge, exchange or otherwise dispose of any equity securities of the Target held by it (including the Existing Shares (as defined below) and any equity securities of the Target acquired by it or its affiliates after the date hereof (including any equity securities of the Target acquired by the Buyer Consortium Member or its affiliate through any share dividend, distribution or other similar transaction), collectively, the “Covered Shares”) or any voting right or power or economic interest therein, or enter into any agreement to effect such transfer, pledge, exchange or disposal, in each case without the prior written consent of the Lead Investor.

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5.3 This Agreement, as well as the obligations hereunder, shall also bind upon any person who obtains the legal or beneficial ownership of any Covered Shares, including the Buyer Consortium Member’s successors or permitted transferees.

6. Representations and Warranties

The Buyer Consortium Member represents and warrants to the Lead Investor as follows:

6.1 Capacity and Authorization

(a) The Buyer Consortium Member has full legal capacity, as well as all requisite powers and authorities, to enter into this Agreement, perform all its obligations hereunder, and to consummate the transaction contemplated hereby, and has obtained requisite authorization to execute and deliver this Agreement (if applicable).

(b) Upon execution, the Agreement will become legally binding upon the Buyer Consortium Member.

6.2 Ownership of Shares

(a) As of the date of this Agreement, the Buyer Consortium Member is the sole beneficial owner of [Please refer to “Number of Existing Shares (as of April 22, 2022)” in Annex A] ordinary shares of the Target (the “Existing Shares”), and owns good and valid title to the Existing Shares. As of the date of this Agreement, other than the Existing Shares, the Buyer Consortium Member does not hold, beneficially or legally, any ordinary shares, American depositary shares, options, warrants or restricted shares of the Target, or any convertible notes or other securities that are convertible, exercisable or exchangeable into or for any ordinary shares of the Target.

(b) As of the date of this Agreement and as of completion of the Privatization, (i) the Covered Shares are and will be free and clear of all encumbrances (other than those arising under this Agreement, the articles of association of the Target or any applicable securities laws), (ii) the Buyer Consortium Member is, and will be, the sole legal and beneficial owner of the Covered Shares and (iii) the Buyer Consortium Member has, and will have, the sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement with respect to the Covered Shares. The Buyer Consortium Member has not executed any voting, support or other similar agreement that is inconsistent with this Agreement but remains valid, nor will it execute any such agreement prior to the completion of the Privatization.

7. Shareholders Agreement

Upon completion of the Privatization, the Lead Investor, the Buyer Consortium Member and the other members of the Buyer Consortium will enter into a shareholders agreement with respect to the HoldCo reflecting the key terms set forth in Schedule 1 hereto.

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8. Announcement and Confidentiality

8.1 Upon execution of this Agreement, the Buyer Consortium Member may not, nor may it allow any of its affiliates, to publish any announcement or make any other public statement with respect to this Agreement, the transactions contemplated hereby or any other matter in relation hereto without the prior written consent of the Lead Investor.

8.2 Upon execution of this Agreement, the Buyer Consortium Member undertakes that it will, and will cause its affiliates, keep strict confidential all the information received or obtained by it or them in connection with the execution or performance of this Agreement or the transactions contemplated hereby (the “Confidential Information”), and will not disclose any Confidential Information to any other person, or directly or indirectly allow any other person to use such Confidential Information, without the prior written consent of the Lead Investor.

8.3 Notwithstanding the provisions of Clauses 8.1 and 8.2 above, the Buyer Consortium Member and its affiliates may make certain disclosure in any of the following circumstances:

(a) any disclosure required to be made by the Buyer Consortium Member in accordance with applicable laws or requirements of any regulatory authority or stock exchange with competent jurisdiction; or

(b) any disclosure required to be made by the Target in its filings with the U.S. Securities and Exchange Commission in connection with the Privatization in accordance with applicable laws and regulations .

9. Costs and Expenses

9.1 The Lead Investor shall have the sole and absolute discretion to designate and engage, on behalf of the Buyer Consortium, any financial, legal or other advisors in connection with the Privatization.

9.2 All fees, costs and expenses (including all fees and disbursements charged by external advisors) incurred by the Lead Investor on behalf of the Buyer Consortium in connection with the Privatization will be (i) borne by the HoldCo, in the event the Privatization is consummated, or (ii) shared by the Buyer Consortium Member in proportion to the ownership interest it holds in the Target on the execution date of this Agreement, in the event that the Privatization fails to be consummated.

10. Termination

This Agreement may be terminated by the Lead Investor unilaterally at any time.

4

11. Specific Performance

The Buyer Consortium Member hereby acknowledges that the obligations imposed on it under this Agreement are specific, unique and of special nature, and that if any term hereof fails to be performed in accordance with its specific provisions, or is otherwise violated, it will cause irreparable damages to the Lead Investor. In consideration of the foregoing,

(a) the Lead Investor is entitled to one or more injunctions, specific performance and/or other equitable remedies in order to prevent the Buyer Consortium Member from violating, or potentially violating, this Agreement; and

(b) the Buyer Consortium Member hereby waives the requirement for the posting of any bond or similar collaterals in connection with the above-mentioned remedies.

12. Assignment

12.1 The Lead Investor may assign its rights and/or obligations hereunder to its affiliates.

12.2 Unless permitted under this Clause 12, neither Party may transfer or assign any rights or obligations hereunder without the prior written consent of the other Party.

13. General

13.1 Any alteration, modification or amendment of or to this Agreement may not be effective unless and until signed by the Parties in writing.

13.2 If any provision of this Agreement, or the application thereof in any circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the validity or enforceability of the application of such provision in any other circumstances, shall not be affected by such invalidity or unenforceability.

14. Entire Agreement

14.1 This Agreement constitutes the sole and entire agreement between the Lead Investor or any of its affiliates, on the one hand, and the Buyer Consortium Member or any of its affiliates, on the other hand, with respect to the subject matter contained herein, and supersedes all understandings and agreements, written or oral, with respect to such subject matter.

15. Dispute Resolution

15.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the laws of the Cayman Islands: the Privatization, the rights provided in Section 238 of the Companies Law (2018 Revision) of the Cayman Islands, and internal corporate affairs of the Target.

15.2 Any dispute arising out of or in connection with this Agreement, including but not limited to the execution, binding effect, performance, interpretation, liability for breach, amendment and termination of this Agreement, shall be submitted to Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the time. The place of arbitration shall be Hong Kong. The award of the arbitration tribunal shall be final and binding upon the Parties.

(Remainder of Page Intentionally Left Blank)

5

Signature Page

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Lead Investor：
Happy Starlight Limited
By:
Name:	Bing Zhang
Buyer Consortium Member：
[name of the Buyer Consortium Member]
By:
Name:	[name of the Buyer Consortium Member]

6

Annex A

Particulars for the Buyer Consortium Member(s) who executed the Support Agreements dated April 22, 2022

Name of the Buyer Consortium Member(s)	Number of Existing Shares (as of April 22, 2022)
Jia Lu and Enjoy Starlight Limited	6,554,281
Ronghui Zhang and Wealth Starlight Limited	4,222,119
Wei Zhang	720,595
Hui Lin	3,362,521
Hanying Li and Lilly Starlight Limited	967,232
Song Gao	500,000
Peiyuan Qiu	2,353,068
Zhengjun Zhang	1,334,299
Nan Lu	1,025,348
Jianhua Wang	1,000,000
Ailin Xin	257,525

EX-2

Exhibit 2

Support Agreement

This SUPPORT AGREEMENT (this “Agreement”) is entered into on April 22, 2022, by and between:

1) Happy Starlight Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Bing Zhang (the “Lead Investor”);

2) Shah Capital Opportunity Fund LP, a limited partnership organized under the laws of Delaware (the “Shareholder”).

Each of the Lead Investor and the Shareholder is referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Lead Investor intends to, through the Buyer Consortium (as defined below), acquire all of the issued and outstanding ordinary shares of Glory Star New Media Group Holdings Limited (the “Target”) not already owned by members of the Buyer Consortium, thereby privatizing the Target (the “Privatization”).

(B) The Shareholder intends to join the buyer consortium led by the Lead Investor (the “Buyer Consortium”) to participate in the Privatization.

In consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereto agree as follows:

1. Exclusive Transaction and Voting Undertakings

1.1 Upon execution of this Agreement, the Shareholder undertakes that it will, on an exclusive basis, participate in the Privatization, and will not, and will cause its affiliates not to, discuss with any other person about any potential privatization of the Target or any other similar transaction, nor will it or any of its affilaites enter into or reach any agreement or arrangement with any other person in relation thereto.

1.2 The Shareholder undertakes to exercise, or cause to be exercised, all of the voting rights attached to the Covered Securities (as defined below) at the relevant general or special meeting of the shareholders of the Target, or in any other circumstance in which the voting, consent or other approval of all or some of the shareholders of the Target is sought, to vote in favour of the approval of the Privatization and the approval, adoption and authorization of the transaction documents related to the Privatization, and to vote against any competiting transaction or any other action, transaction, proposal or agreement that may or is intended to prevent, hinder or in any material aspect interfere with or postpone, the Privatization or adversely affect the performance by the Shareholder of its oblgiations under this Agreement.

1.3 The Shareholder shall immediately cease and shall cause its affiliates and the representatives of itself and its affiliates to immediately cease, any discussion or negotiation with any other person in connection with such other person’s acquisition of all or any portion of the shares or assets of the Target. From and after the date of this Agreement, the Shareholder shall promptly notify the Lead Investor of any approach by any person (other than the Lead Investor) to the Shareholder in relation to any potential acquisition of all or any portion of the shares or assets of the Target.

2. Waiver of Appraisal Rights

The Shareholder irrevocably and unconditionally waives, and agrees to cause to be waived, to the extent permitted by applicable law, any dissenters’ rights, rights of appraisal and any other similar rights with respect to the Privatization that the Shareholder or any other person may have by virtue of, or with respect to, any of the Covered Securities.

3. capital Contribution

3.1 The Lead Investor will form a newly established special purpose vehicle (the “Acquisition Vehicle”) for the purpose of effecting the Privatization. Upon completion of the Privatization, all members of the Buyer Consortium will collectively own 100% of the issued and outstanding share capital of the Target or the surviving company of the Privatization, either directly or indirectly through the Acquisition Vehicle (the Acquisition Vehicle or the surviving company in the Privatization (if the Acquisition Vehicle does not survive the relevant merger transaction that effects the Privatization) shall be referred to herein as the “HoldCo”).

3.2 The Shareholder shall contribute all of its Covered Securities (as defined below) to HoldCo in exchange for such number of shares of the HoldCo to be issued to the Shareholder immediately prior to completion of the Privatization, calculated proportionately based on (a) the deemed value of the Covered Securities (based on the per share cash consideration paid to shareholders of the Target not affiliated with members of the Buyer Consortium in the Privatization) bears to (b) the aggregate value contributed or deemed contributed by all members of the Buyer Consortium (whether in the form of cash or shares of the Target) to HoldCo.

4. Privatization

4.1 The final terms and conditions of the Privatization, including the price per ordinary share of the Target to be paid by the Buyer Consortium (the “Target Purchase Price”) and the price per ordinary share of Acquisition Vehicle to be offered to the Shareholder and other shareholders of Target (the “Acquisition Vehicle Offer Price”), will be determined by the Lead Investor, and the Lead Investor will inform the Shareholder of the same promptly after such determination is made, but in any event at least 10 days prior to the completion of the Privatization.

4.2 The Shareholder agrees to contribute cash in the amount of US$1 million to the Acquisition Vehicle (the “Shareholder Privatization Purchase”) in exchange for such number of shares of Acquisition Vehicle to be issued to the Shareholder immediately prior to completion of the Privatization, calculated by dividing (a) the amount of the Shareholder Privatization Purchase by (b) the Acquisition Vehicle Offer Price. Notwithstanding the foregoing, the percentage of shares of HoldCo acquired by the Sharheolder for the Shareholder Privatization Purchase after completion of the Privatization shall reflect the amount of the Shareholder Privatization Purchase relative to the aggregate value contributed or deemed contributed by all members of the Buyer Consortium (whether in the form of cash or shares of the Target) to HoldCo.

2

4.3 The Lead Investor may, in its sole and absolute discretion, introduce any new member to join the Buyer Consortium at any time.

5. Covered SECURITIES

5.1 The Shareholder undertakes that neither it nor any of its affiliates will acquire any additional equity securities of the Target, whether through open market purchase, off-market or private acquisition or otherwise, from and after the date hereof without prior written consent of the Lead Investor.

5.2 The Shareholder undertakes that it will not, and will procure that none of its affiliates will, directly or indirectly, transfer, pledge, exchange or otherwise dispose of any equity securities of the Target held by it (including the Existing Securities (as defined below) and any equity securities of the Target acquired by it or its affiliates after the date hereof (including any equity securities of the Target acquired by the Shareholder or its affiliate through any share dividend, distribution or other similar transaction), collectively, the “Covered Securities”) or any voting right or power or economic interest therein, or enter into any agreement to effect such transfer, pledge, exchange or disposal, in each case without the prior written consent of the Lead Investor.

5.3 This Agreement, as well as the obligations hereunder, shall also bind upon any person who obtains the legal or beneficial ownership of any Covered Securities, whether by operation of law or otherwise, including the Shareholder’s successors or permitted transferees.

6. Representations and Warranties

The Shareholder represents and warrants to the Lead Investor as follows:

6.1 Capacity and Authorization

(a) The Shareholder has full legal capacity, as well as all requisite powers and authorities, to enter into this Agreement, perform all its obligations hereunder, and to consummate the transaction contemplated hereby, and has obtained requisite authorization to execute and deliver this Agreement (if applicable).

(b) Upon execution, the Agreement will become legally binding upon the Shareholder.

6.2 Ownership of Shares

(a) As of the date of this Agreement, the Shareholder is the sole beneficial owner of 7,557,251 ordinary shares of the Target (the “Existing Securities”) and owns good and valid title to the Existing Securities. As of the date of this Agreement, other than the Existing Securities, the Shareholder does not hold, beneficially or legally, any ordinary shares, options, warrants or restricted shares of the Target, or any convertible notes or other securities that are convertible, exercisable or exchangeable into or for any ordinary shares of the Target.

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(b) As of the date of this Agreement and as of completion of the Privatization, (i) the Covered Securities are and will be free and clear of all encumbrances (other than those arising under this Agreement, the articles of association of the Target or any applicable securities laws), (ii) the Shareholder is, and will be, the sole legal and beneficial owner of the Covered Securities and (iii) the Shareholder has, and will have, the sole voting power, the sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement with respect to the Covered Securities. The Shareholder has not executed any voting, support or other similar agreement that is inconsistent with this Agreement but remains valid, nor will it execute any such agreement prior to the completion of the Privatization.

7. Shareholders Agreement

Upon completion of the Privatization, the Lead Investor, the Shareholder and the other members of the Buyer Consortium will enter into a shareholder’s agreement with respect to the HoldCo reflecting the key material terms (and only the key material terms) set forth in Schedule 1 hereto.

8. Announcement and Confidentiality

8.1 Upon execution of this Agreement, the Shareholder may not, nor may it allow any of its affiliates or its or its affiliates’ representatives, to publish any announcement or make any other public statement with respect to this Agreement, the transactions contemplated hereby or any other matter in relation hereto without the prior written consent of the Lead Investor.

8.2 Upon execution of this Agreement, the Shareholder undertakes that it will, and will cause its affiliates and its and its affiliates’ representatives to, keep strictly confidential all the information received or obtained by it or them in connection with the execution or performance of this Agreement or the transactions contemplated hereby (the “Confidential Information”), and will not disclose any Confidential Information to any other person, or directly or indirectly allow any other person to use such Confidential Information, without the prior written consent of the Lead Investor; provided, that the Shareholder may share such Confidential Information with its counsel, accountant, and other professional advisors on a confidential and need-to-know basis solely for the purpose of assisting the Shareholder in the analysis and assessment of such Confidential Information in connection with the Privitization.

8.3 Notwithstanding the provisions of Clauses 8.1 and 8.2 above, the Shareholder and its affiliates may make certain disclosure in any of the following circumstances:

(a) any disclosure required to be made by the Shareholder in accordance with applicable laws or requirements of any regulatory authority or stock exchange with competent jurisdiction; or

(b) any disclosure required to be made by the Target in its filings with the U.S. Securities and Exchange Commission in connection with the Privatization in accordance with applicable laws, regulations, and rules of the stock exchange.

9. Costs and Expenses

9.1 The Lead Investor shall have the sole and absolute discretion to designate and engage on behalf of the Buyer Consortium, any financial, legal, or other advisors in connection with the Privatization.

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9.2 All reasonable and documented fees, costs and expenses (including all fees and disbursements charged by external advisors) incurred by the Lead Investor in connection with the Privatization will be (i) borne by the HoldCo, in the event the Privatization is consummated, or (ii) shared by the Shareholder in proportion to the aggregate ownership interest it expects to hold in the HoldCo as a result of its contribution of the Covered Securities and cash pursuant to Clauses 3.2 and 3.3, in the event that the Privatization fails to be consummated.

10. Termination

This Agreement may be terminated by the Lead Investor unilaterally at any time.

11. Specific Performance

The Shareholder hereby acknowledges that the obligations imposed on it under this Agreement are specific, unique and of special nature, and that if any term hereof fails to be performed in accordance with its specific provisions, or is otherwise violated, it will cause irreparable damages to the Lead Investor. In consideration of the foregoing,

(a) the Lead Investor is entitled to one or more injunctions, specific performance and/or other equitable remedies to prevent the Shareholder from violating, or potentially violating, this Agreement; and

(b) the Shareholder hereby waives the requirement for the posting of any bond or similar collaterals in connection with the above-mentioned remedies.

12. Assignment

12.1 Each of the Lead Investor and/or the Shareholder may assign all or any part of its rights hereunder to any person controlling, controlled by, or under common control with, it.

12.2 Unless permitted under Section 12.1, neither Party may transfer or assign any rights or obligations hereunder without the prior written consent of the other Party.

13. General

13.1 Any alteration, modification, or amendment of or to this Agreement may not be effective unless and until signed by the Parties in writing.

13.2 If any provision of this Agreement, or the application thereof in any circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the validity or enforceability of the application of such provision in any other circumstances, shall not be affected by such invalidity or unenforceability.

14. Entire Agreement

14.1 This Agreement constitutes the sole and entire agreement between the Lead Investor or any of its affiliates, on the one hand, and the Shareholder or any of its affiliates, on the other hand, with respect to the subject matter contained herein, and supersedes all understandings and agreements, written or oral, with respect to such subject matter.

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15. Dispute Resolution

15.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the laws of the Cayman Islands: the Privatization, the rights provided in Section 238 of the Companies Law (2021 Revision) of the Cayman Islands, and internal corporate affairs of the Target.

15.2 Any dispute arising out of or in connection with this Agreement, including but not limited to the execution, binding effect, performance, interpretation, liability for breach, amendment, and termination of this Agreement, shall be submitted to Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the time. The place of arbitration shall be Hong Kong. The language of arbitration shall be English. The award of the arbitration tribunal shall be final and binding upon the Parties.

(Remainder of Page Intentionally Left Blank)

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Signature Page

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Lead Investor：
Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang
Shareholder：
Shah Capital Opportunity Fund LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah

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EX-3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and further agree that this joint filing agreement shall be included as an exhibit to such joint filing, and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate. The undersigned each expressly authorize each other to file any and all amendments to such statement on their behalf. The undersigned agree that this joint filing agreement may be signed in counterparts.

Dated: April 22, 2022

Bing Zhang
By:	/s/ Bing Zhang
Name:	Bing Zhang, an individual
Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Jia Lu
By:	/s/ Jia Lu
Name:	Jia Lu, an individual
Enjoy Starlight Limited
By:	/s/ Jia Lu
Name:	Jia Lu, Authorized Signatory
Himanshu H. Shah
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, an individual

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Shah Capital Opportunity Fund LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory
Shah Capital Management, Inc.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory
Ronghui Zhang
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, an individual
Wealth Starlight Limited
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, Authorized Signatory
WEI Zhang
By:	/s/ Wei Zhang
Name:	Wei Zhang, an individual
Hui Lin
By:	/s/ Hui Lin
Name:	Hui Lin, an individual
Rich Starlight Limited
By:	/s/ Hui Lin
Name:	Hui Lin, Authorized Signatory
Hanying Li
By:	/s/ Hanying Li
Name:	Hanying Li, an individual

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Lilly Starlight Limited
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Renny Consulting Ltd
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Song Gao
By:	/s/ Song Gao
Name:	Song Gao, an individual
Peiyuan Qiu
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, an individual
Smart Best International Corporation
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, Authorized Signatory
Zhengjun Zhang
By:	/s/ Zhengjun Zhang
Name:	Zhengjun Zhang, an individual
Nan Lu
By:	/s/ Nan Lu
Name:	Nan Lu, an individual
Jianhua Wang
By:	/s/ Jianhua Wang
Name:	Jianhua Wang, an individual

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Ailin Xin
By:	/s/ Ailin Xin
Name:	Ailin Xin, an individual
Ring & King Investment Co., Limited
By:	/s/ Ailin Xin
Name:	Ailin Xin, Authorized Signatory

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