Statement of Ownership (sc 13g)
10 Febrero 2023 - 5:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
| TOP
Financial Group Limited |
| (Name
of Issuer) |
| |
| Ordinary
Shares |
| (Title
of Class of Securities) |
| |
| G989A6102 |
| (CUSIP
Number) |
| |
| December
31, 2022 |
| (Date
of Event which Requires Filing of this Statement) |
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☐ Rule
13d-1(b) |
| |
|
| |
☐ Rule
13d-1(c) |
| |
|
| |
☒ Rule
13d-1(d) |
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G
| 1 |
Names
of Reporting Persons |
| Zhong
Yang Holdings (BVI) Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ☐
(b) ☒(1) |
| 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 |
| |
| 6 |
Shared
Voting Power |
| 30,000,000
Ordinary Shares (2) |
| 7 |
Sole
Dispositive Power |
| |
| 8 |
Shared
Dispositive Power |
| 30,000,000
Ordinary Shares (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 30,000,000
Ordinary Shares (2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ |
| 11 |
Percent
of class represented by amount in row (9) |
| 85.59%
(3) |
| 12 |
Type
of Reporting Person (See Instructions) |
| CO |
| (1) | This
statement on Schedule 13G is filed by Zhong Yang Holdings (BVI) Limited (“Zhong Yang Holdings”), Junli Yang (“Yang”),
Yung Yung Lo (“Lo”), Chen Tseng Yuan (“Yuan”), and Ji An (“An”, collectively, with Zhong Yang Holdings,
Yang, Lo, Yuan and An, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Yang
is the sole director of Zhong Yang Holdings, and as such, may exercise voting and dispositive power over these shares. Yang may
be deemed to share voting and dispositive power over these shares. |
| (3) | Based
on 35,050,000 Ordinary Shares of TOP Financial Group Limited (the “Company”) outstanding as of August 16, 2022, as disclosure
in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. . |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons |
| Junli
Yang |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ☐
(b) ☒(1) |
| 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 |
| |
| 6 |
Shared
Voting Power |
| 30,000,000
Ordinary Shares (2) |
| 7 |
Sole
Dispositive Power |
| |
| 8 |
Shared
Dispositive Power |
| 30,000,000
Ordinary Shares (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 30,000,000
Ordinary Shares (2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ |
| 11 |
Percent
of class represented by amount in row (9) |
| 85.59%
(3) |
| 12 |
Type
of Reporting Person (See Instructions) |
| IN |
| (1) | This
statement on Schedule 13G is filed by Zhong Yang Holdings (BVI) Limited (“Zhong Yang Holdings”), Junli Yang (“Yang”),
Yung Yung Lo (“Lo”), Chen Tseng Yuan (“Yuan”), Ji An (“An”, collectively, with Zhong Yang Holdings,
Yang, Lo, Yuan and An, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Yang
is the sole director of Zhong Yang Holdings, and as such, may exercise voting and dispositive power over these shares. Yang may
be deemed to share voting and dispositive power over these shares. |
| (3) | Based
on 35,050,000 Ordinary Shares of TOP Financial Group Limited (the “Company”) outstanding as of August 16, 2022, as disclosure
in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. . |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons |
| Yung
Yung Lo |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ☐
(b) ☒(1) |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| Hong
Kong |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power |
| |
| 6 |
Shared
Voting Power |
| 30,000,000
Ordinary Shares (2) |
| 7 |
Sole
Dispositive Power |
| |
| 8 |
Shared
Dispositive Power |
| 30,000,000
Ordinary Shares (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 30,000,000
Ordinary Shares (2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ |
| 11 |
Percent
of class represented by amount in row (9) |
| 85.59%
(3) |
| 12 |
Type
of Reporting Person (See Instructions) |
| IN |
| (1) | This
statement on Schedule 13G is filed by Zhong Yang Holdings (BVI) Limited (“Zhong Yang Holdings”), Junli Yang (“Yang”),
Yung Yung Lo (“Lo”), Chen Tseng Yuan (“Yuan”), Ji An (“An”, collectively, with Zhong Yang Holdings,
Yang, Lo, Yuan and An, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Yang
is the sole director of Zhong Yang Holdings, and as such, may exercise voting and dispositive power over these shares. Yang may
be deemed to share voting and dispositive power over these shares. |
| (3) | Based
on 35,050,000 Ordinary Shares of TOP Financial Group Limited (the “Company”) outstanding as of August 16, 2022, as disclosure
in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. . |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons |
| Chen
Tseng Yuan |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ☐
(b) ☒(1) |
| 3 |
Sec
Use Only |
| |
| 4 |
Citizenship
or Place of Organization |
| Taiwan |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power |
| |
| 6 |
Shared
Voting Power |
| 30,000,000
Ordinary Shares (2) |
| 7 |
Sole
Dispositive Power |
| |
| 8 |
Shared
Dispositive Power |
| 30,000,000
Ordinary Shares (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 30,000,000
Ordinary Shares (2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ |
| 11 |
Percent
of class represented by amount in row (9) |
| 85.59%
(3) |
| 12 |
Type
of Reporting Person (See Instructions) |
| IN |
| (1) | This
statement on Schedule 13G is filed by Zhong Yang Holdings (BVI) Limited (“Zhong Yang Holdings”), Junli Yang (“Yang”),
Yung Yung Lo (“Lo”), Chen Tseng Yuan (“Yuan”), Ji An (“An”, collectively, with Zhong Yang Holdings,
Yang, Lo, Yuan and An, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Yang
is the sole director of Zhong Yang Holdings, and as such, may exercise voting and dispositive power over these shares. Yang may
be deemed to share voting and dispositive power over these shares. |
| (3) | Based
on 35,050,000 Ordinary Shares of TOP Financial Group Limited (the “Company”) outstanding as of August 16, 2022, as disclosure
in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. . |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons |
| Ji
An |
| 2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ☐
(b) ☒(1) |
| 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 |
| |
| 6 |
Shared
Voting Power |
| 30,000,000
Ordinary Shares (2) |
| 7 |
Sole
Dispositive Power |
| |
| 8 |
Shared
Dispositive Power |
| 30,000,000
Ordinary Shares (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 30,000,000
Ordinary Shares (2) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ |
| 11 |
Percent
of class represented by amount in row (9) |
| 85.59%
(3) |
| 12 |
Type
of Reporting Person (See Instructions) |
| IN |
| (1) | This
statement on Schedule 13G is filed by Zhong Yang Holdings (BVI) Limited (“Zhong Yang Holdings”), Junli Yang (“Yang”),
Yung Yung Lo (“Lo”), Chen Tseng Yuan (“Yuan”), Ji An (“An”, collectively, with Zhong Yang Holdings,
Yang, Lo, Yuan and An, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G. |
| (2) | Yang
is the sole director of Zhong Yang Holdings, and as such, may exercise voting and dispositive power over these shares. Yang may
be deemed to share voting and dispositive power over these shares. |
| (3) | Based
on 35,050,000 Ordinary Shares of TOP Financial Group Limited (the “Company”) outstanding as of August 16, 2022, as disclosure
in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022. . |
|
(a) |
Name
of Issuer: TOP Financial Group Limited |
|
(b) |
Address
of Issuer’s Principal Executive Offices:
118
Connaught Road West
Room
1101
Hong
Kong |
| (a) |
Name
of Person Filing:
Zhong
Yang Holdings (BVI) Limited
Junli
Yang
Yung
Yung Lo
Chen
Tseng Yuan
Ji An |
|
(b) |
Address
of Principal Business Office or, if None, Residence:
c/o
TOP Financial Group Limited
118
Connaught Road West
Room
1101
Hong
Kong |
| (c) |
Citizenship:
Zhong
Yang Holdings (BVI) Limited: British Virgin Islands
Junli
Yang: China
Yung
Yung Lo: Hong Kong
Chen
Tseng Yuan: Taiwan
Ji An:
China |
|
(d) |
Title
and Class of Securities:
Ordinary
Shares, par value $0.001 per share |
|
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; |
| |
|
|
|
| |
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act; |
| |
|
|
|
| |
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
| |
|
|
|
| |
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
| |
|
|
|
| |
(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
| |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940; |
| |
|
|
|
| |
(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: ____________ |
The
following information with respect to the ownership of the common stock of the Issuer by the Reporting Persons filing this Statement
is provided as of August 16, 2022:
(a) Amount
beneficially owned:
See
Row 9 and the corresponding footnotes on the cover page for each Reporting Person.
(b) Percent
of Class:
See
Row 11 and the corresponding footnotes on the cover page for each Reporting Person.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
See
Row 5 and the corresponding footnotes on the cover page for each Reporting Person.
(ii) Shared
power to vote or to direct the vote:
See
Row 6 and the corresponding footnotes on the cover page for each Reporting Person.
(iii) Sole
power to dispose or to direct the disposition of:
See
Row 7 and the corresponding footnotes on the cover page for each Reporting Person.
(iv) Shared
power to dispose or to direct the disposition of:
See
Row 8 and the corresponding footnotes on the cover page for each Reporting Person.
| 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 or control person. |
Not
Applicable.
| Item
8. |
Identification
and classification of members of the group. |
Not
Applicable.
| Item
9. |
Notice
of Dissolution of Group. |
Not
Applicable.
By
signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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.
Dated: February
10, 2023
ZHONG
YANG HOLDINGS (BVI) LIMITED
| /s/
Junli Yang |
|
| Junli
Yang |
|
| Director |
|
JUNLI
YANG
| /s/
Junli Yang |
|
| Junli
Yang |
|
YUNG YUNG
LO
| /s/
Yung Yung Lo |
|
| Yung
Yung Lo |
|
CHEN TSENG
YUAN
| /s/
Chen Tseng Yuan |
|
| Chen
Tseng Yuan |
|
JI AN
10
TOP Financial (NASDAQ:TOP)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
TOP Financial (NASDAQ:TOP)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
