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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Baosheng Media Group Holdings Ltd (Name of Issuer) |
Ordinary shares, $0.0096 par value per share (Title of Class of Securities) |
G08908124 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G08908124 |
| 1 | Names of Reporting Persons
PBCY Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
213,811.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.93 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The number reported in Item 5 and Item 7 represents 57,561 ordinary shares held in the brokerage account of PBCY Investment Limited, a British Virgin Islands company, which holds exclusive voting and dispositive power to these shares.(2) The number reported in Item 6 and Item 8 represents 156,250 ordinary shares held of record by PBCY Investment Limited, a British Virgin Islands company owned as to 86.35% by Pubang Landscape Architecture (HK) Co., Ltd., which in turn is wholly owned by Pubang Landscape Architecture Co., Ltd., a joint stock company established in the PRC with limited liability.(3) The beneficial ownership percentage reported in Item 11 is calculated based on 1,534,487 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | G08908124 |
| 1 | Names of Reporting Persons
Pubang Landscape Architecture (HK) Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
156,250.00 | ||||||||
| 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)
10.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The number reported in Item 6 and Item 8 represents 156,250 ordinary shares beneficially owned by Pubang Landscape Architecture (HK) Co., Ltd., held indirectly through its 86.35% owned subsidiary, PBCY Investment Limited, a British Virgin Islands company.(2) The beneficial ownership percentage reported in Item 11 is calculated based on 1,534,487 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | G08908124 |
| 1 | Names of Reporting Persons
Pubang Landscape Architecture Co., Ltd. | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
156,250.00 | ||||||||
| 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)
10.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The number reported in Item 6 and Item 8 represents 156,250 ordinary shares beneficially owned by Pubang Landscape Architecture Co., Ltd., held indirectly through its wholly owned subsidiary, Pubang Landscape Architecture (HK) Co., Ltd., which in turn beneficially owns 156,250 ordinary shares through its 86.35% owned subsidiary, PBCY Investment Limited, a British Virgin Islands company.(2) The beneficial ownership percentage reported in Item 11 is calculated based on 1,534,487 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Baosheng Media Group Holdings Ltd | |
| (b) | Address of issuer's principal executive offices:
EAST FLOOR 5, BUILDING NO. 8 XISHANHUI SHIJINGSHAN DISTRICT, BEIJING PEOPLE'S REPUBLIC OF CHINA 100041 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of each of the following, which will be referred to hereinafter, individually as a "Reporting Person" and collectively as the "Reporting Persons":(i) PBCY Investment Limited(ii) Pubang Landscape Architecture (HK) Co., Ltd.(iii) Pubang Landscape Architecture Co., Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the Reporting Persons is:34F, Fortune Century SquareNo. 13 Hai'an Road, Tianhe DistrictGuangzhou, People's Republic of China 510627 | |
| (c) | Citizenship:
(i) PBCY Investment LimitedBritish Virgin Islands(ii) Pubang Landscape Architecture (HK) Co., Ltd.Hong Kong(iii) Pubang Landscape Architecture Co., Ltd.People's Republic of China | |
| (d) | Title of class of securities:
Ordinary shares, $0.0096 par value per share | |
| (e) | CUSIP No.:
G08908124 | |
| 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 (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Incorporated by reference to Item 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page for each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 99.1 to Schedule 13G/A filed by the Reporting Persons on September 30, 2024) |