Sec Form 13D Filing - Bi Yongquan filing for BIMI INTL MED INC PAR (BIMI) - 2019-01-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

NF Energy Saving Corporation

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

629099 30 0

(CUSIP Number)

 

Pang Zhang-Whitaker, Esq.

Carter Ledyard & Milburn LLP

2 Wall Street, New York, New York 10005

212-238-8844

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

January 14, 2019

(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 if filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

* 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. 629099 30 0   Page 2 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

Yongquan Bi

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

1,500,000

  8.  

SHARED VOTING POWER  

 
1,500,000

  9.  

SOLE DISPOSITIVE POWER

 

1,500,000

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,500,000

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.8%2

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Bi may be deemed to have shared voting power over 3,863,503 shares of common stock.
Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

 

CUSIP NO. 629099 30 0   Page 3 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

WEI GUAN

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐ 

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

280,336

  8.  

SHARED VOTING POWER

 

280,3363

  9.  

SOLE DISPOSITIVE POWER

 

280,336

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

280,336

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.70%2

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

 

Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Guan may be deemed to have shared voting power over 3,863,503 shares of common stock.
Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

 

CUSIP NO. 629099 30 0   Page 4 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

YUNGUO JIANG

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐ 

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

357,574

  8.  

SHARED VOTING POWER

 

357,5745

  9.  

SOLE DISPOSITIVE POWER

 

357,574

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

357,574

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.72%6

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

5Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Jiang may be deemed to have shared voting   power over 3,863,503 shares of common stock.
6Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

 

CUSIP NO. 629099 30 0   Page 5 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

YONGJIAN HE

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

256,689

  8.  

SHARED VOTING POWER

 

256,6897

  9.  

SOLE DISPOSITIVE POWER

 

256,689

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

256,689

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.39%8

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

7Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. He may be deemed to have shared voting power over 3,863,503 shares of common stock.
8Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

 

CUSIP NO. 629099 30 0   Page 6 of 18

 
           
1.  

NAMES OF REPORTING PERSONS

 

XIAOCHUN XIA

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

323,339

  8.  

SHARED VOTING POWER

 

323,3399

  9.  

SOLE DISPOSITIVE POWER

 

323,339

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

323,339

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.27%10

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

9Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Xia may be deemed to have shared voting power over 3,863,503 shares of common stock.
10Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

 

CUSIP NO. 629099 30 0   Page 7 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

SHULIAN SHEN

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

221,609

  8.  

SHARED VOTING POWER

 

221,60911

  9.  

SOLE DISPOSITIVE POWER

 

221,609

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

221,609

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.93%12

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

11  Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Shen may be deemed to have shared voting power over 3,863,503 shares of common stock.
12  Based on 7,573,289 shares of common stock outstanding as of October 9, 2018

 

 

 

 

CUSIP NO. 629099 30 0   Page 8 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

LIJUN WANG  

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

257,916

  8.  

SHARED VOTING POWER

 

257,91613

  9.  

SOLE DISPOSITIVE POWER

 

257,916

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

257,916

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.41%14

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

13  Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Wang may be deemed to have shared voting power over 3,863,503 shares of common stock.
14  Based on 7,573,289 shares of common stock outstanding as of October 9, 2018
   

 

 

  

CUSIP NO. 629099 30 0   Page 9 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

YAN LIU

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

205,097

  8.  

SHARED VOTING POWER

 

205,09715

  9.  

SOLE DISPOSITIVE POWER

 

205,097

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

205,097

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.71%16

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

15 Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Ms. Liu may be deemed to have shared voting power over 3,863,503 shares of common stock.
16  Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.
   

 

 

 

CUSIP NO. 629099 30 0   Page 10 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

FUQING ZHANG

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

260,828

  8.  

SHARED VOTING POWER

 

260,82817

  9.  

SOLE DISPOSITIVE POWER

 

260,828

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

260,828

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.44%18

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

17  Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Zhang may be deemed to have shared voting power over 3,863,503 shares of common stock.
18  Based on 7,573,289 shares of common stock outstanding as of October 9, 2018

 

 

  

CUSIP NO. 629099 30 0   Page 11 of 18

             
1.  

NAMES OF REPORTING PERSONS

 

XIAOFEI YU

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) þ (b) ☐ 

3.  

SEC USE ONLY

 

 

4.  

SOURCE OF FUNDS

 

PF

5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

 

200,115

  8.  

SHARED VOTING POWER

 

200,11519

  9.  

SOLE DISPOSITIVE POWER

 

200,115

  10.  

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

200,115

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.64%20

14.  

TYPE OF REPORTING PERSON

 

IN

 

 

19  Due to a Voting Agreement (further described in Item 6 of this Schedule 13D), Mr. Yu may be deemed to have shared voting power over 3,863,503 shares of common stock.
20  Based on 7,573,289 shares of common stock outstanding as of October 9, 2018.

 

 

 

  

CUSIP NO. 629099 30 0   Page 12 of 18

 

This statement is being filed jointly by: (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu (collectively, the “Reporting Persons”). The Reporting Persons are making this joint filing because they comprise a “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), formed for the purposes described in Item 4 of this Schedule 13D and thus are eligible to make a joint filing under Rule 13d-1(k) under the Exchange Act.

 

Item 1. Security and Issuer

 

This statement relates to the common stock, par value $.001 per share (the “Shares”), of NF Energy Saving Corporation, a Delaware Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3106, Tower C, 390 Qingnian Avenue, Shenyang, Liaoning Province, People’s Republic of China (“P.R. China”) 110015.

 

Item 2. Identity and Background

 

(a) – (c)

 

The present principal occupation or employment of Mr. Yongquan Bi is Chairman of Dalian Boqi Xinhai Group Ltd. Co. (“Boqi Group”). Mr. Bi founded Boqi Group and its subsidiaries, including Dalian Boqi Agriculture Technology Development Ltd. Co. and Dalian Boqi Culture Media Ltd. Co., in July 2008. Mr. Bi also founded Dalian Boqi Zhengji Pharmacy Franchise Ltd. Co. in July 2008 and Boqi Finance Lease (Liaoning) Ltd. Co., another subsidiary of Boqi Group, in November 2009. Mr. Bi has been the Chairman of each of these companies since their founding.

 

The present principal occupation or employment of Mr. Wei Guan is IT Manager of Dalian JiuJiu Technology Co., Ltd. His principal address is 12 Shanengdongjie, 1-6, Shahekou District, Dalian City, Liaoning Province, China.

 

The present principal occupation or employment of Mr. Yunguo Jiang is as General Manager of Dalian Zhongtian International Trade Co., Ltd. His principal address is 54 Qinxitun, Gaofangcun, Anzishanxiang, Zhuanghe City, Liaoning Province, China. 

 

The present principal occupation or employment of Mr. Yongjian is Vice President of Ganjue Bar. His principal address is 119 Nantun, Changlongcun, Lizifangzhen, Zhuanghe City, Liaoning Province, China.

 

The present principal occupation or employment of Ms. Xiaochun Xia is VP of Sales of Dalian Xinhengrui Automobile Sales Co., Ltd. Her principal address is 15 Dafangshencun 1 , Dalianwan Jiedao, Ganjingzi District, Dalian City, Liaoning Province, China.

 

The present principal occupation or employment of Ms. Shulian Shen is General Manager of Dalian Nuoqiao Commerce and Trade Co., Ltd. Her principal address is 10 Xingshancun, Xingshanzhendong, Longjiang Village, Heilongjiang Province, China.

 

The present principal occupation or employment of Ms. Lijun Wang is General Manager of Dalian Zhengji Pharmacy. Her principal address is 303 Nanshanlu, 1-1-9, Pulandian City, Liaoning Province, China.

 

The present principal occupation or employment of Ms. Yan Liu is Manager of Dalian Lichen Pharmaceutical Co., Ltd.. Her principal address is 8 Tiexilu, 2-6-24, Pulandian City, Liaoning Provinice, China.

 

The present principal occupation or employment of Mr. Fuqing Zhang is General Manager  of Dalian Zhongguang Transmission Equipment Co., Ltd.. His principal address is 4-152 Miaoshantun, Miaoshancun, Taipingjiedaobanshichu, Pulandian City, Liaoning Province, China.

 

The present principal occupation or employment of Mr. Xiaofei Yu is General Manager of Dalian Hengguan Food Co., Ltd. His principal address is 10 Gucheng Bingqu, 2-5-2, Jinzhou District, Dalian City, Liaoning Province, China

 

 

 

 

CUSIP NO. 629099 30 0   Page 13 of 18

 

(d) – (e) None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been 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 a finding of any violation with respect to such laws.

 

(f) Each of the Reporting Persons is a citizen of P.R. China.

 

Item 3.Source and Amount of Funds or Other Consideration

 

On March 12, 2018, Mr. Bi entered into a Securities Purchase Agreement with the Issuer, pursuant to which Mr. Bi purchased, and the Issuer issued to Mr. Bi, 500,000 shares of common stock at a purchase price of $1.00 per share for aggregate consideration of $500,000.

 

On April 9, 2018, Mr. Bi entered into a Securities Purchase Agreement with Pelaria International Ltd., a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy Application Co., Ltd. (“Pelaria”), pursuant to which Mr. Bi purchased, and Pelaria sold to Mr. Bi, 1,000,000 shares of common stock at a purchase price of $1.40 per share for aggregate consideration of $1,400,000.

 

The Reporting Persons purchased the remainder of their Shares in the open market from their personal funds.

 

Item 4.Purpose of Transaction

 

Certain of the Reporting Persons originally purchased their Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

On January 14, 2019, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of effecting a written consent to change the control of the Issuer, change or remove the current Board of Directors of the Issuer (the “Board”), to appoint new representatives to the Board, to effect changes to the management of the Issuer, to amend the Issuer’s certificate of incorporation and bylaws, other corporate governance issues, including changing the name and/or ticker symbol of the Issuer, and for the purpose of taking all other actions necessary to achieve the foregoing (collectively, the “Purposes”). The foregoing description of the Joint Filing Agreement is qualified in its entirety by reference to the Joint Filing Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

This Schedule 13D, the Joint Filing Agreement or the Voting Agreement are not intended to and do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities of the Issuer or the solicitation of any vote or approval in any jurisdiction.

 

 

 

 

CUSIP NO. 629099 30 0   Page 14 of 18

 

Item 5.Interest in Securities of the Issuer

 

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 7,573,289 shares of common stock outstanding as of October 9, 2018 as reported by the Issuer in its latest 10-Q filing.

 

(b) By virtue of the Voting Agreement discussed in further detail in Item 6 of this Schedule 13D, each of the Reporting Persons may be deemed to be the beneficial owner of an aggregate of 3,863,503 Shares, which represents approximately 51.01 % of the outstanding Shares of the Issuer.

 

(c) Certain of the Reporting Persons engaged in transactions on the open market in the ordinary course of business during the past 60 days with respect to the Issuer’s Shares, as set forth on Schedule A, which is attached hereto and is incorporated herein by reference.

 

(d) No persons other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reflected in this Schedule 13D.

 

(e) Not applicable.

 

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

 

See Item 4 of this Schedule 13D for a discussion of the Joint Filing Agreement.

 

On March 12, 2018, Mr. Bi entered into a Securities Purchase Agreement with the Issuer, pursuant to which Mr. Bi purchased, and the Issuer issued to Mr. Bi, 500,000 shares of Common Stock at a purchase price of $1.00 per share for aggregate consideration of $500,000.

 

On April 9, 2018, Mr. Bi entered into a Securities Purchase Agreement with Pelaria International Ltd., a wholly-owned subsidiary of Liaoning Nengfa Weiye New Energy Application Co., Ltd. (“Pelaria”), pursuant to which Mr. Bi purchased, and Pelaria sold to Mr. Bi, 1,000,000 shares of Common Stock at a purchase price of $1.40 per share for aggregate consideration of $1,400,000. The Reporting Persons purchased the rest of their Shares in the open market from their personal funds.

 

On January 14, 2019, the Reporting Persons entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, such Reporting Persons agreed that in any circumstances upon which a vote, consent (including written consents), agreement or other approval is sought, they shall vote the Shares of the Issuer owned or controlled by them (whether now owned or hereafter acquired) and shall otherwise consent or agree in such manner as may be directed by Mr. Bi in his sole and absolute discretion, in pursuit of the Purposes, as discussed in Item 4 of this Schedule 13D. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

 

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

 

 

 

CUSIP NO. 629099 30 0   Page 15 of 18

 

Item 7.Material to be Filed as Exhibits

 

99.1   Joint Filing Agreement by and among (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu, dated January 14, 2019.
   
99.2   Voting Agreement by and among (i) Yongquan Bi, (ii) Wei Guan, (iii) Yunguo Jiang, (iv) Yongjian He, (v) Xiaochun Xia, (vi) Shulian Shen, (vii) Lijun Wang, (viii) Yan Liu, (ix) Fuqing Zhang, and (x) Xiaofei Yu, dated January 14, 2019.
   
99.3   Stock Purchase Agreement by and between Pelaria International Ltd. and Yongquan Bi, dated April 2, 2018
   
99.4   Securities Purchase agreement by and between NF Energy Saving Corporation and Yongquan Bi, dated March 12, 2018
   

 

 

 

CUSIP NO. 629099 30 0   Page 16 of 18

 

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.

 

Dated: January 15, 2019    
   

/s/ Yongquan Bi

 
Yongquan Bi  
 

/s/ Wei Guan

 
Wei Guan  
 

/s/ Yunguo Jiang

 
Yunguo Jiang  
 

/s/ Yongjian He

 
Yongjian He  
 

/s/ Xiaochun Xia

 
Xiaochun Xia  
 

/s/ Shulian Shen

 
Shulian Shen  
 

/s/ Lijun Wang

 
Lijun Wang  
   
/s/ Yan Liu  
Yan Liu  
 

/s/ Fuqing Zhang

 
Fuqing Zhang  
 

/s/ Xiaofei Yu

 
Xiaofei Yu  

  

 

 

  

CUSIP NO. 629099 30 0   Page 17 of 18

 

SCHEDULE A

 

The Reporting Persons engaged in the following transactions on the open market in the ordinary course of business during the past 60 days with respect to the Issuer’s Shares:

 

Wei Guan

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
January 11, 2019   1,000    17.995 
January 11, 2019   477    18.290 
January 11, 2019   1,000    18.396 

 

Yunguo Jiang

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
January 8, 2019   6,161    17.7919 
January 8, 2019   20,000    16.9833 

 

Yongjian He

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
November 23, 2018   9,700    8.1576 

 

Shulian Shen

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
November 26, 2018   3,000    9.1430 

 

Lijun Wang

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
November 15, 2018   7,000    6.3727 

 

 

 

 

CUSIP NO. 629099 30 0   Page 18 of 18

 

Yan Liu

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
January 9, 2019   10    17.8500 
January 9, 2019   10    17.9680 
January 9, 2019   21,394    18.0446 

 

Fuqing Zhang

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
January 10, 2019   10    20.0400 
December 6, 2018   2,600    12.4314 

 

Xiaofei Yu

 

Trade Date  Shares of Common
Stock Purchased/(Sold)
   Average
Weighted Price
Per Share ($)
 
November 19, 2018   650    7.1300 
November 16, 2018   4,700    8.1500 
November 16, 2018   5,000    8.200