SEC Form SC 13G/A filed by BeyondSpring Inc. (Amendment)

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Rule 13d-1(b)

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Rule 13d-1(c)

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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.

CUSIP No. G10830100

SCHEDULE 13G

Page 2 of 12

1

NAMES OF REPORTING PERSONS

Ever Regal Group Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)☐

(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,231,686

7

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,231,686

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,231,686

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)

8.30% (1)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

(1)

Based on 38,927,563 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of BeyondSpring Inc. (the “Issuer”) outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 3 of 12

(1)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 4 of 12

(1)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 5 of 12

(1)

Includes 3,231,686 Ordinary Shares owned directly by Ever Regal Group Limited, 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investments Limited, 1,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 428,314 Ordinary Shares owned directly by the Lan Huang 2021 Grantor Retained Annuity Trust, 450,000 Ordinary Shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust, 3,486 Ordinary Shares owned directly by Dr. Lan Huang and 137,037 Ordinary Shares owned directly by her spouse, Mr. Linqing Jia. Also includes 160,000 Ordinary Shares owned directly by Dalian Wanchun Biotechnology Co., Ltd. (“Wanchun Biotech”). Dr. Huang and Mr. Jia jointly own 100% of the equity interests in Wanchun Biotech. Also includes 150,000 Ordinary Shares held by Sincere Efforts Foundation Inc. (“Sincere Efforts”), a charitable foundation of which Dr. Huang serves on the board and in such capacity may be deemed to exercise shared voting and dispositive power over such Ordinary Shares. Dr. Huang disclaims beneficial ownership of the Ordinary Shares held by Sincere Efforts and nothing herein shall be construed as an admission that Dr. Huang is the beneficial owner of such Ordinary Shares. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.

(2)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 6 of 12

(1)

Includes 3,231,686 Ordinary Shares owned directly by Ever Regal Group Limited, 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investments Limited, 1,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 428,314 Ordinary Shares owned directly by the Lan Huang 2021 Grantor Retained Annuity Trust, 450,000 Ordinary Shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust, 3,486 Ordinary Shares owned directly by Mr. Jia’s spouse, Dr. Lan Huang, and 137,037 Ordinary Shares owned directly by Mr. Jia. Also includes 160,000 Ordinary Shares owned directly by Wanchun Biotech. Mr. Jia and Dr. Huang jointly own 100% of the equity interests in Wanchun Biotech. Also includes 150,000 Ordinary Shares held by Sincere Efforts, a charitable foundation of which Dr. Huang serves on the board and in such capacity may be deemed to exercise shared voting and dispositive power over such Ordinary Shares. Dr. Huang disclaims beneficial ownership of the Ordinary Shares held by Sincere Efforts and nothing herein shall be construed as an admission that Dr. Huang is the beneficial owner of such Ordinary Shares. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.

(2)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 7 of 12

Item 1(a)

Name of Issuer:

 

BeyondSpring Inc. (the “Issuer”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

28 Liberty Street, 39th Floor

New York, New York 10005

Item 2(a)-(c)

Name of Persons Filing; Address of Principal Business Office; and Citizenship

 

This Schedule 13G/A is filed jointly by each of the following persons (each a “Reporting Person” and, collectively, as the “Reporting Persons”) pursuant to a joint filing agreement entered into by the Reporting Persons in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, a copy of which was filed with the Schedule 13G filed by the Reporting Persons on February 14, 2018, as Exhibit 1 and is incorporated herein by reference:

1.

Ever Regal Group Limited, a limited liability company organized under the laws of the British Virgin Islands (“Ever Regal”), in its capacity as the direct owner of 3,231,686 of the Issuer’s Ordinary Shares;

2.

Fairy Eagle Investments Limited, a limited liability company organized under the laws of the British Virgin Islands (“Fairy Eagle”), in its capacity as the direct owner of 4,620,000 Ordinary Shares;

3.

Rosy Time Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Rosy Time”), in its capacity as the direct owner of 1,190,000 Ordinary Shares;

4.

Lan Huang, a Chinese citizen (“Dr. Huang”), in Dr. Huang’s capacity as the sole owner of Ever Regal; and

5.

Linqing Jia, a Chinese citizen (“Mr. Jia”), in Mr. Jia’s capacity as the sole owner of each of Fairy Eagle and Rosy Time.

Dr. Huang is the Co-founder, Chairman and Chief Executive Officer of the Issuer. Mr. Jia is the Co-founder of the Issuer and the spouse of Dr. Huang. Dr. Huang is the sole trustee of the Lan Huang 2021 Grantor Retained Annuity Trust and the Lan Huang 2022 Grantor Retained Annuity Trust. Mr. Jia and Dr. Huang jointly own 100% of the equity interests in Wanchun Biotech.

 

The principal business address for each of the Reporting Persons is c/o BeyondSpring Inc., 28 Liberty Street, 39th Floor, New York, NY 10005.

Item 2(d)

Title of class of securities:

 

Ordinary Shares, par value $0.0001 per share

Item 2(e)

CUSIP Number:

 

G10830100

CUSIP No. G10830100

SCHEDULE 13G

Page 8 of 12

Item 3.

If this statement is filed pursuant to Sec.Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership:

A.

Ever Regal

Amount beneficially owned: 3,231,686

 

Percent of class: 8.30%

 

Number of shares as to which the person has:

(i) Sole Voting Power:

0

(ii) Shared Voting Power:

3,231,686

(iii) Sole Dispositive Power:

0

(iv) Shared Dispositive Power:

3,231,686

CUSIP No. G10830100

SCHEDULE 13G

Page 9 of 12

B.

Fairy Eagle

 

Amount beneficially owned: 4,620,000

 

Percent of class: 11.87%

 

Number of shares as to which the person has:

(i) Sole Voting Power:

0

(ii) Shared Voting Power:

4,620,000

(iii) Sole Dispositive Power:

0

(iv) Shared Dispositive Power:

4,620,000

C.

Rosy Time

 

Amount beneficially owned: 1,190,000

 

Percent of class: 3.06%

 

Number of shares as to which the person has:

(i) Sole Voting Power:

0

(ii) Shared Voting Power:

1,190,000

(iii) Sole Dispositive Power:

0

(iv) Shared Dispositive Power:

1,190,000

D.

Dr. Huang

 

Amount beneficially owned: 10,370,523

 

Percent of class: 26.64%

 

Number of shares as to which the person has:

(i) Sole Voting Power:

0

(ii) Shared Voting Power:

10,370,523

(iii) Sole Dispositive Power:

0

(iv) Shared Dispositive Power:

10,370,523

E.

Mr. Jia

 

Amount beneficially owned: 10,370,523

 

Percent of class: 26.64%

 

Number of shares as to which the person has:

(i) Sole Voting Power:

0

(ii) Shared Voting Power:

10,370,523

(iii) Sole Dispositive Power:

0

(iv) Shared Dispositive Power:

10,370,523

Dr. Huang is the sole owner of Ever Regal and, as such, has the ability to direct the management of the business of Ever Regal, including the power to direct decisions regarding the vote and disposition of securities held by Ever Regal; therefore, Dr. Huang may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by Ever Regal. Dr. Huang is the spouse of Mr. Jia.

CUSIP No. G10830100

SCHEDULE 13G

Page 10 of 12

Mr. Jia is the sole owner of each of Fairy Eagle and Rosy Time and, as such, has the ability to direct the management of the business of each of Fairy Eagle and Rosy Time, including the power to direct decisions regarding the vote and disposition of securities held by each of Fairy Eagle and Rosy Time; therefore, Mr. Jia may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by each of Fairy Eagle and Rosy Time. Mr. Jia is the spouse of Dr. Huang.

 

The percentages used in this Schedule 13G/A are calculated based upon the Issuer’s 38,927,563 issued and outstanding Ordinary Shares as of December 31, 2021, as reported by the Issuer in its Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022.

 

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons declare that filing this Schedule 13G/A shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G/A except to the extent of such person’s pecuniary interest in the Ordinary Shares, and, except to the extent of its, her or his pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than 5 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.

Item 10.

Certifications.

 

Not applicable.

CUSIP No. G10830100

SCHEDULE 13G

Page 10 of 12

Date:

February 14, 2023

EVER REGAL GROUP LIMITED

 

By:

/s/ Lan Huang

Name:

Lan Huang

Title:

Director

FAIRY EAGLE INVESTMENTS LIMITED

 

By:

/s/ Linqing Jia

Name:

Linqing Jia

Title:

Director

ROSY TIME HOLDINGS LIMITED

 

By:

/s/ Linqing Jia

Name:

Linqing Jia

Title:

Director

/s/ Lan Huang

Lan Huang

/s/ Linqing Jia

Linqing Jia

CUSIP No. G10830100

SCHEDULE 13G

Page 12 of 12

Joint Filing Agreement, dated as of February 14, 2018, by and among Ever Regal Group Limited, Fairy Eagle Investments Limited, Rosy Time Holdings Limited, Lan Huang and Linqing Jia, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 1 of the Schedule 13G filed by the Reporting Persons on February 14, 2018).