SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 1)*
Baosheng Media Group Holdings Limited
(Name of Issuer)
Ordinary shares, $0.0096 par value per share
(Title of Class of Securities)
G08908124**
(CUSIP Number)
September 30, 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) |
| ¨ |
Rule 13d-1(c) |
| x |
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 disclosures provided in a prior cover page.
** CUSIP number G08908124 has been assigned to the ordinary shares
(“Ordinary Shares”) of the Issuer, which are listed on the Nasdaq Capital Market under the symbol “BAOS.”
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).
| 1 |
Name
of Reporting Person
PBCY Investment Limited
|
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
| 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
140,136 (1) |
| 6 |
Shared
Voting Power
156,250 (2) |
| 7 |
Sole
Dispositive Power
140,136 (1) |
| 8 |
Shared
Dispositive Power
156,250 (2) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
296,386 (1) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent
of Class Represented by Amount in Row 9
19.31% (3) |
| 12 |
Type
of Reporting Person
FI |
| |
|
|
|
| (1) |
Represents 140,136 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) |
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 is calculated based on 1,534,487 ordinary shares of the Issuer issued and outstanding as of September 30, 2024. |
| 1 |
Name
of Reporting Person
Pubang Landscape Architecture (HK) Co., Ltd.
|
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
| 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
0 |
| 6 |
Shared
Voting Power
156,250 (1) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
156,250 (1) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
156,250 (1) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.18 (2) |
| 12 |
Type
of Reporting Person
FI |
| |
|
|
|
| (1) |
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 is calculated based on 1,534,487
ordinary shares of the Issuer issued and outstanding as of September 30, 2024. |
| 1 |
Name
of Reporting Person
Pubang Landscape Architecture Co., Ltd.
|
| 2 |
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
People’s Republic of China |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
156,250 (1) |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
156,250 (1) |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
156,250 (1) |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11 |
Percent
of Class Represented by Amount in Row 9
10.18 (2) |
| 12 |
Type
of Reporting Person
FI |
| |
|
|
|
| (1) |
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 is calculated based on 1,534,487
ordinary shares of the Issuer issued and outstanding as of September 30, 2024. |
ITEM 1.
Baosheng Media Group Holdings Limited
| |
(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: |
| (i) | PBCY Investment Limited |
| (ii) | Pubang Landscape Architecture (HK) Co., Ltd. |
| | (iii) | Pubang Landscape Architecture Co., Ltd. |
(collectively, the “Reporting
Persons”)
| |
(b) |
Address
of Principal Business Office, or if None, Residence: |
The addresses of the Reporting Persons
are:
| (i) | PBCY Investment Limited |
34F, Fortune Century Square
No. 13 Hai’an Road, Tianhe District
Guangzhou, People’s Republic
of China 510627
| (ii) | Pubang Landscape Architecture (HK) Co., Ltd. |
34F, Fortune Century Square
No. 13 Hai’an Road, Tianhe District
Guangzhou, People’s Republic of China 510627
| (iii) | Pubang Landscape Architecture Co., Ltd. |
34F, Fortune Century Square
No. 13 Hai’an Road, Tianhe District
Guangzhou, People’s Republic of China 510627
| (i) | PBCY Investment Limited |
British 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, par value $0.0096 per share
| |
(e) |
CUSIP Number: G08908124 |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.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). |
| |
|
|
|
| |
(b) |
¨ |
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c). |
| |
|
|
|
| |
(c) |
¨ |
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
|
|
|
| |
(d) |
¨ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
|
|
|
| |
(e) |
¨ |
An investment adviser in
accordance with ss.240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
¨ |
An employee benefit plan
or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
¨ |
A parent holding company
or control person in accordance with ss.240.13d-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 (15 U.S.C. 80a-3); |
| |
|
|
|
| |
(j) |
¨ |
Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
| Reporting
Persons |
|
Beneficial
Ownership |
|
Percentage
of
Total Ordinary
Shares(1) |
|
|
Sole
Voting
Power |
|
|
Shared
Voting
Power |
|
Sole
Dispositive Power |
|
|
Shared
Dispositive
Power |
| PBCY Investment Limited (2) |
|
296,386 (3) |
|
|
19.31 |
% |
|
|
140,136 (4) |
|
|
156,250 (3) |
|
|
140,136 (4) |
|
|
156,250 (3) |
| Pubang Landscape Architecture (HK) Co., Ltd. (5) |
|
156,250 (6) |
|
|
10.18 |
% |
|
|
0 |
|
|
156,250 (6) |
|
|
0 |
|
|
156,250 (6) |
| Pubang Landscape Architecture Co., Ltd. (7) |
|
156,250 (8) |
|
|
10.18 |
% |
|
|
0 |
|
|
156,250 (8) |
|
|
0 |
|
|
156,250 (8) |
| (1) |
The beneficial ownership percentage is calculated based on 1,534,487 ordinary shares of the Issuer issued and outstanding as of September 30, 2024. |
| |
|
| (2) |
PBCY Investment Limited is 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) |
Represents the number of ordinary shares held by PBCY Investment Limited as of September 30, 2024. |
| |
|
| (4) |
Represents 140,136 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. |
| |
|
| (5) |
Pubang Landscape Architecture (HK) Co., Ltd. is a company with limited liability organized in Hong Kong in September 2013 and is a direct wholly owned subsidiary of Pubang Landscape Architecture Co., Ltd. |
| |
|
| (6) |
Represents the number of ordinary shares beneficially owned by Pubang Landscape Architecture (HK) Co., Ltd., held indirectly through its 86.35% owned subsidiary, PBCY Investment Limited, as of September 30, 2024. |
| |
|
| (7) |
Pubang Landscape Architecture Co., Ltd. is a joint stock company established in the PRC with limited liability on July 19, 1995, whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 002663.SZ). |
| |
|
| (8) |
Represents the number of ordinary shares beneficially owned by Pubang Landscape Architecture Co., Ltd. through its indirect subsidiary PBCY Investment Limited as of September 30, 2024. |
ITEM
5. OWNERSHIP OF FIVE 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 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.
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.
LIST OF EXHIBITS
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.
Date: September 30, 2024
| |
PBCY Investment Limited |
| |
|
| |
/s/ Xinxia Liu |
| |
Name: Xinxia Liu |
| |
Title: Director |
| |
|
| |
Pubang Landscape Architecture (HK) Co., Ltd. |
| |
/s/ Cheng Yu |
| |
Name: Cheng Yu |
| |
Title: Director
|
| |
Pubang Landscape Architecture Co., Ltd. |
| |
/s/ Guolong Yang |
| |
Name: Guolong Yang
Title: President |
Exhibit 99.1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the ordinary shares, par value of US$0.0096 per share, of Baosheng Media Group Holdings Limited, a Cayman Islands
exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of September 30, 2024.
| |
PBCY Investment Limited |
| |
|
| |
/s/ Xinxia Liu |
| |
Name: Xinxia Liu |
| |
Title: Director |
| |
|
| |
Pubang Landscape Architecture (HK) Co., Ltd. |
| |
/s/ Cheng Yu |
| |
Name: Cheng Yu |
| |
Title: Director
|
| |
Pubang Landscape Architecture Co., Ltd. |
| |
/s/ Guolong Yang |
| |
Name: Guolong Yang
Title: President |
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