UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Puyi Inc.
(Name of Issuer)
 
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
 
69373Y109
(CUSIP Number)
 
September 8, 2022
(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)

 

☐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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

(Continued on following pages)

 

 

 

 

 

 

CUSIP NO.: 69373Y109

 

(1) NAME OF REPORTING PERSONS
  LIU Jia
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ☐  
         
    (b) ☐  
         
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
  St. Kitts and Nevis
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 (5) SOLE VOTING POWER
  17,670,666. See Item 4.
(6) SHARED VOTING POWER
  0
(7) SOLE DISPOSITIVE POWER
  0. See Item 4.
(8) SHARED DISPOSITIVE POWER
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  17,670,666
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      ☐  
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  19.5%. See Item 4.
(12) TYPE OF REPORTING PERSON
  IN

 

2

 

 

CUSIP NO.: 69373Y109

 

(1) NAME OF REPORTING PERSONS
  Danica Surge Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (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. See Item 4.
(6) SHARED VOTING POWER
  0
(7) SOLE DISPOSITIVE POWER
  17,670,666. See Item 4.
(8) SHARED DISPOSITIVE POWER
  0

(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  17,670,666
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      ☐  
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  19.5%. See Item 4.
(12) TYPE OF REPORTING PERSON
  CO

 

3

 

 

Item 1(a).Name of Issuer:

 

Puyi Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

61F, Pearl River Tower No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe,

 

Guangzhou, Guangdong Province, 510620, People’s Republic of China

 

Item 2(a).Name of Person Filing:

 

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

 

i)LIU Jia;

 

ii)Danica Surge Limited.

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The principal business office of Ms. LIU Jia is 61F, Pearl River Tower No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou, Guangdong Province, 510620, People’s Republic of China

 

The principal business address of Danica Surge Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

 

Item 2(c).Citizenship or Place of Organization:

 

Ms. LIU Jia is a citizen of Saint Christopher (St. Kitts) and Nevis. Danica Surge Limited is a British Virgin Islands company.

 

Item 2(d).Title of Class of Securities:

 

Ordinary shares, par value $0.001 per share

 

Item 2(e).CUSIP Number:

 

69373Y109

 

Item 3.Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

This Item 3 is not applicable.

 

4

 

 

Item 4.Ownership:

 

           Number of shares as to which such person has: 
Reporting Person  Amount
Beneficially
Owned		   Percent of
Class(2)		   Sole Power
to Vote or
Direct the
Vote		   Shared
Power to
Vote or to
Direct the
Vote		   Sole Power
to Dispose
or to
Direct the
Disposition
of		   Shared
Power to
Dispose or
to Direct the
Disposition
of		 
LIU Jia   17,670,666 (1)   19.5%   17,670,666 (1)        0    0(1)        0 
Danica Surge Limited   17,670,666 (1)   19.5%   0(1)   0    17,670,666 (1)   0 

 

 

(1)Represents 17,670,666 ordinary shares held by Danica Surge Limited. Danica Surge Limited is a limited liability company incorporated in the British Virgin Islands and is wholly owned by LIU Jia. The disposal of ordinary shares held by Danica Surge Limited is decided by 82 individuals, who entrusted their voting power of such ordinary shares to LIU Jia except for the matters related to share disposal.

 

(2)For each Reporting Person, the percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of 90,472,014 ordinary shares as of September 8, 2022.

 

Item 5.Ownership of Five Percent or Less of a Class:

 

This Item 5 is not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

 

This Item 6 is 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:

 

This Item 7 is not applicable.

 

Item 8.Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

 

Item 9.Notice of Dissolution of Group:

 

This Item 9 is not applicable.

 

Item 10.Certifications:

 

This Item 10 is not applicable.

 

5

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 15, 2022

 

  LIU Jia
   
  By: /s/ LIU Jia
     
  Danica Surge Limited
   
  By: /s/ FENG Zhuojun
    FENG Zhuojun
    Director

 

[Signature Page to Schedule 13G]

 

6

 

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99.1   Joint Filing Agreement

 

 

7
 

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