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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 4
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
NF ENERGY SAVING CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
629099 30 0
(CUSIP Number)
|
With a copy to: NF Energy Saving Corporation 3106, Tower C, 390 Qingnian Avenue Shenyang, P.R. China 110015 Tel: (8624) 2560-9775 |
with a copy to: Andrew D. Hudders, Esq. Golenbock Eiseman Assor Bell & Peskoe LLP 437 Madison Avenue – 40th Floor New York, New York 10022 (212) 907-7349 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 9, 2018
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
Note: Schedules filed in paper 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.
(Continued on following pages)
(Page 1 of 7 Pages)
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 2 of 7 Pages |
|
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liaoning Nengfa Weiye New Energy Application Co., Ltd. I.D. No. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
| ||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
|
7 |
SOLE VOTING POWER
2,374,261 | |
|
BENEFICIALLY |
8 |
SHARED VOTING POWER
-0- | |
| REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER
2,374,261 | |
| 10 |
SHARED DISPOSITIVE POWER
- 0 - | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,374,261 | ||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4% | ||
| 14 |
TYPE OF REPORTING PERSON*
CO | ||
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 3 of 7 Pages |
|
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gang Li I.D. No. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
| ||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
|
7 |
SOLE VOTING POWER
-0- | |
|
BENEFICIALLY |
8 |
SHARED VOTING POWER
1,899,409 | |
| REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER
-0- | |
| 10 |
SHARED DISPOSITIVE POWER
1,899,409 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,899,409 | ||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1% | ||
| 14 |
TYPE OF REPORTING PERSON*
IN | ||
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 4 of 7 Pages |
|
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lihua Wang I.D. No. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
| ||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
|
7 |
SOLE VOTING POWER
-0- | |
|
BENEFICIALLY |
8 |
SHARED VOTING POWER
474,852 | |
| REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER
-0- | |
| 10 |
SHARED DISPOSITIVE POWER
474,852 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,852 | ||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨ |
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% | ||
| 14 |
TYPE OF REPORTING PERSON*
IN | ||
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 5 of 7 Pages |
| Item 1. | Security and Issuer |
This amended statement relates to the Common Stock, par value $.001 per share (the “Common Stock”), 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 (“PRC”) 110015.
| Item 2. | Identity and Background. |
This statement is being filed by Gang Li, Lihua Wang, and Liaoning Nengfa Weiye New Energy Application Co., Ltd., a company established under the laws of the PRC (“Weiye Energy”). Weiye Energy’s business address is No. 7 Huanghe Nan Da Street, Huanggu District, Shenyang, Liaoning Province, People’s Republic of China, 110031. Mr. Li and Ms. Wang together own 100% of Weiye Energy, holding 80% and 20% of the shares in Weiye Energy, respectively.
Gang Li, Lihua Wang and Guangtao Wang are PRC citizens and are directors of Weiye Energy. Mr. Li is located at 3106, Tower C, 390 Qingnian Avenue, Shenyang, Liaoning Province, PRC 110015, Ms. Wang is located a t 3106, Tower C, 390 Qingnian Avenue, Shenyang, Liaoning Province, PRC 110015, and Guangtao Wang resides at 452 Nan Jiu Road 50 Hao, He Ping Qu, Shenyang, Liaoning Province, PRC 110006. Mr. Li and Ms. Wang serve as directors and chief executive officer and chief financial officer of the Issuer, respectively.
During the past five years, neither Weiye Energy, Mr. Li nor Ms. Wang have been (a) 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 thereof 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 finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds and Other Consideration. |
On April 9, 2018, Pelaria International Ltd. (“Pelaria”), a wholly-owned subsidiary of Weiye Energy, sold an aggregate of 1,000,000 shares of the Issuer’s Common Stock in a private transaction.
As a result of this conversion, Weiye Energy owns an aggregate of 2,374,261 shares of the Issuer’s Common Stock, representing 31.4% of the outstanding shares of Common Stock of the Issuer, indirectly through its wholly-owned subsidiary Pelaria International Ltd., the record holder of 1,540,119 shares of the Issuer’s Common Stock, and Cloverbay, the record holder of 834,142 shares of the Issuer’s Common Stock. Through Weiye Energy’s indirect ownership, Mr. Li indirectly beneficially owns 1,899,409 shares or 25.1% of the Issuer’s common stock (representing 80% of his ownership interest in Weiye Energy), and Ms. Wang indirectly beneficially owns 474,852 shares or 6.3% of the Company’s common stock (representing her 20% interest in Weiye Energy).
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 6 of 7 Pages |
| Item 4. | Purpose of Transaction |
Refer to Item 3 above.
| Item 5. | Interest in Securities of the Issuer. |
Refer to Item 3 above.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Weiye Energy and any other person with respect to any securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 1. | Joint Filling Agreement, dated May 28, 2009 (Previously Filed) |
SCHEDULE 13D
|
CUSIP No. 629099 30 0 |
Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: April 11, 2018 | LIAONING NENGFA WEIYE NEW ENERGY APPLICATION CO., LTD. | ||
| By: | /s/ Gang Li | ||
| Name: Gang Li Title: President |
|||
| By: | /s/ Gang Li | ||
| Gang Li | |||
| By: | /s/ Lihua Wang | ||
| Lihua Wang | |||