Statement of Ownership (sc 13g)
06 Marzo 2020 - 10:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
MDJM LTD
(Name of Issuer)
Ordinary Shares, $0.001 Par Value
(Title of Class of Securities)
G59290109
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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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.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. G59290109
1. Names of Reporting Persons.
MDJH Ltd.
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2. Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
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3. SEC Use Only
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4. Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
10,200,000 ordinary shares
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6. Shared Voting Power
0
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7. Sole Dispositive Power
10,200,000 ordinary shares
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,200,000 ordinary shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11. Percent of Class Represented by Amount in Row (9)
87.6%(1)
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12. Type of Reporting Person
CO
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(1)
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Percentage is calculated based on 11,640,820 ordinary shares outstanding as of December 31, 2019.
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CUSIP No. G59290109
1. Names of Reporting Persons.
Siping Xu
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2. Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
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3. SEC Use Only
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4. Citizenship or Place of Organization
People’s Republic of China
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Number of Shares Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power
10,200,000 ordinary shares
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6. Shared Voting Power
0
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7. Sole Dispositive Power
10,200,000 ordinary shares
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,200,000 ordinary shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11. Percent of Class Represented by Amount in Row (9)
87.6%(1)
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12. Type of Reporting Person
IN
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(1)
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Percentage is calculated based on 11,640,820 ordinary shares outstanding as of December 31, 2019. Siping Xu is the 100% owner of MDJH Ltd., which holds 10,200,000 ordinary shares of MDJM LTD.
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CUSIP No. G59290109
ITEM 1.
(a) Name of Issuer:
MDJM LTD (the “Issuer”)
(b) Address of Issuer’s Principal Executive
Offices:
Suite C-1505, Saidun Center, Xikang Road,
Heping District, Tianjin, People’s Republic
of China
ITEM 2.
(a) Name of Person Filing:
MDJH Ltd.
Siping Xu
(b) Address of Principal Business Office, or if
None, Residence:
MDJH Ltd.
Suite C-1505, Saidun Center,
Xikang Road, Heping District,
Tianjin, People’s Republic of China
Siping Xu
Suite C-1505, Saidun Center,
Xikang Road, Heping District,
Tianjin, People’s Republic of China
(c) Citizenship:
MDJH Ltd.: British Virgin Islands
Siping Xu: People’s Republic of China
(d) Title of Class of Securities:
Ordinary Shares, par value US$0.001 per share
(e) CUSIP Number:
G59290109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
The following information with respect
to the ownership of the ordinary shares of the Issuer by the Reporting Persons is provided as of December 31, 2019:
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Number of shares as to which such person has:
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Reporting Person
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Amount
Beneficially
Owned
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Percent of
Class (1)
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Sole Power to
Vote or Direct
the Vote
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Shared Power
to Vote or to
Direct the
Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power
to Dispose or
to Direct the
Disposition of
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Siping Xu(2)
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10,200,000
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87.6
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%
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10,200,000
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0
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10,200,000
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0
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MDJH Ltd.(3)
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10,200,000
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87.6
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%
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10,200,000
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0
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10,200,000
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0
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(1)
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Based on 11,640,820 total issued and outstanding ordinary shares of the Issuer as of December 31, 2019.
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(2)
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Includes 10,200,000 shares held by MDJH Ltd. MDJH Ltd. is a British Virgin Islands company wholly-owned by Siping Xu.
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(3)
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A British Virgin Islands company wholly owned by Siping Xu.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION
OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION
OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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March 6, 2020
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MDJH Ltd.
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/s/ Siping Xu
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Name: Siping Xu
Title: Sole Director
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/s/ Siping Xu
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Name: Siping Xu
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT INDEX
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Found on
Sequentially
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Exhibit
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Numbered Page
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Exhibit A: Agreement of Joint Filing
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EXHIBIT
A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of the Issuer shall be filed on behalf
of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: March 6, 2020
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MDJH Ltd.
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By:
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/s/ Siping Xu
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Name:
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Siping Xu
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Title:
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Sole Director
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Siping Xu
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/s/ Siping Xu
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