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    SEC Form SC 13G filed by TOP Financial Group Limited

    2/10/23 6:16:01 AM ET
    $TOP
    Investment Bankers/Brokers/Service
    Finance
    Get the next $TOP alert in real time by email
    SC 13G 1 ea173152-13gzhong_topfinan.htm SCHEDULE 13G

     

     

    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

     

    CUSIP No. G989A6102  

     

    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. .

     

    2

     

     

    SCHEDULE 13G

     

    CUSIP No. G989A6102  

     

    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. .

     

    3

     

     

    SCHEDULE 13G

     

    CUSIP No. G989A6102  

     

    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. .

     

    4

     

     

    SCHEDULE 13G

     

    CUSIP No. G989A6102  

     

    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. .

     

    5

     

     

    SCHEDULE 13G

     

    CUSIP No. G989A6102  

     

    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. .

     

    6

     

     

    Item 1.  

     

    (a) Name of Issuer: TOP Financial Group Limited

     

    (b)

    Address of Issuer’s Principal Executive Offices: 

    118 Connaught Road West

    Room 1101

    Hong Kong

     

    Item 2.  

     

    (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

     

    (e)

    CUSIP No.:

    G989A6102

     

    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);

     

    7

     

     

      (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: ____________

     

    Item 4. Ownership

     

    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.

     

    8

     

     

    Item 9. Notice of Dissolution of Group.

     

    Not Applicable.

     

    Item 10. Certifications.

     

    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.

     

    9

     

     

    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

     

    /s/ Ji An  
    Ji An  

     

    10

     

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