UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 20549 |
| |
SCHEDULE
13D
(Rule 13d-101) |
| |
Information
to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto
Filed Pursuant to § 240.13d-2(a)
Under the Securities
Exchange Act of 1934 |
Niu
Technologies
(Name of Issuer)
Class A
ordinary shares, par value $0.0001 per share
(Title of Class of
Securities)
65481N
100**
(CUSIP Number)
Glory Achievement
Fund Limited
the offices of Maricorp
Services Ltd.,
P.O. Box 2075,
#31 The Strand, 46 Canal Point Drive,
Grand Cayman KY1-1105,
Cayman Islands
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30,
2023
(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 is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
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 the disclosures provided in a prior cover page. |
| ** | CUSIP
number 65481N 100 has been assigned to the American depositary shares (“ADSs”)
of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “NIU.”
Each ADS represents two Class A ordinary shares of the Issuer. No CUSIP number has been
assigned to the Class A ordinary shares of the Issuer. |
| 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 |
Names
of Reporting Persons
Glory Achievement Fund Limited |
| |
2 |
Check the Appropriate Box if a Member
of a Group |
| |
|
(a) |
¨ |
| |
|
(b) |
¨ |
| |
3 |
SEC
Use Only |
| |
4 |
Source
of Funds (See Instructions)
PF |
| |
5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| |
6 |
Citizenship
or Place of Organization
Cayman Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
49,321,935(1) |
| 8 |
Shared Voting
Power
0 |
| 9 |
Sole Dispositive
Power
49,321,935(1) |
| 10 |
Shared Dispositive
Power
0 |
| |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
49,321,935(1) |
| |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13 |
Percent
of Class Represented by Amount in Row (11)
31.8%. The voting power of the shares beneficially owned represented 24.1% of the total outstanding voting power.(2) |
| |
14 |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
|
Notes:
(1) Represents
49,321,935 Class A ordinary shares held by Glory Achievement Fund Limited, a Cayman Islands company. Glory Achievement Fund Limited
is wholly owned by Bull Group Limited, a Cayman Islands company. Bull Group Limited is wholly owned by BULL TRUST, which has Mr. Yi’nan
Li as the beneficiary and is administered by an independent trustee and initially by three individual protectors unrelated to Mr. Li.
Any decision making with respect to the voting or disposal of the shares held by Glory Achievement Fund Limited in the Issuer or other
dealings in the Issuer’s securities is subject to approval by the protectors. Mr. Yi’nan Li will be able to replace
the protectors with persons appointed by himself in August 2028 or when the trust beneficially owns, through Glory Achievement Fund
Limited or otherwise, no more than 10% of the outstanding shares of the Issuer on an as-converted basis.
(2) The
percentage of class of securities beneficially owned by the Reporting Person is based on a total of 155,080,240 outstanding ordinary
shares (being the sum of 138,538,220 Class A ordinary shares and 16,542,020 Class B ordinary shares) of the Issuer outstanding
as a single class as of November 30, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares.
The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power
of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single class as of November 30,
2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder
of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to four
votes per share on all matters submitted to them for a vote.
| |
1 |
Names
of Reporting Persons
Bull Group Limited |
| |
2 |
Check the Appropriate Box if a Member
of a Group |
| |
|
(a) |
o |
| |
|
(b) |
o |
| |
3 |
SEC
Use Only |
| |
4 |
Source
of Funds (See Instructions)
PF |
| |
5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
6 |
Citizenship
or Place of Organization
Cayman Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
49,321,935(1) |
| 8 |
Shared Voting
Power
0 |
| 9 |
Sole Dispositive
Power
49,321,935(1) |
| 10 |
Shared Dispositive
Power
0 |
| |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
49,321,935(1) |
| |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13 |
Percent
of Class Represented by Amount in Row (11)
31.8%. The voting power of the shares beneficially owned represented 24.1% of the total outstanding voting power.(2) |
| |
14 |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
|
Notes:
(1) Represents
49,321,935 Class A ordinary shares held by Glory Achievement Fund Limited, a Cayman Islands company. Glory Achievement Fund Limited
is wholly owned by Bull Group Limited, a Cayman Islands company. Bull Group Limited is wholly owned by BULL TRUST, which has Mr. Yi’nan
Li as the beneficiary and is administered by an independent trustee and initially by three individual protectors unrelated to Mr. Li.
Any decision making with respect to the voting or disposal of the shares held by Glory Achievement Fund Limited in the Issuer or other
dealings in the Issuer’s securities is subject to approval by the protectors. Mr. Yi’nan Li will be able to replace
the protectors with persons appointed by himself in August 2028 or when the trust beneficially owns, through Glory Achievement Fund
Limited or otherwise, no more than 10% of the outstanding shares of the Issuer on an as-converted basis.
(2) The
percentage of class of securities beneficially owned by the Reporting Person is based on a total of 155,080,240 outstanding ordinary
shares (being the sum of 138,538,220 Class A ordinary shares and 16,542,020 Class B ordinary shares) of the Issuer outstanding
as a single class as of November 30, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares.
The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power
of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single class as of November 30,
2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder
of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to four
votes per share on all matters submitted to them for a vote.
| |
1 |
Names
of Reporting Persons
BULL TRUST |
| |
2 |
Check the Appropriate Box if a Member
of a Group |
| |
|
(a) |
o |
| |
|
(b) |
o |
| |
3 |
SEC
Use Only |
| |
4 |
Source
of Funds (See Instructions)
PF |
| |
5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
6 |
Citizenship
or Place of Organization
Hong Kong |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
49,321,935(1) |
| 8 |
Shared Voting
Power
0 |
| 9 |
Sole Dispositive
Power
49,321,935(1) |
| 10 |
Shared Dispositive
Power
0 |
| |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
49,321,935(1) |
| |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13 |
Percent
of Class Represented by Amount in Row (11)
31.8%. The voting power of the shares beneficially owned represented 24.1% of the total outstanding voting power.(2) |
| |
14 |
Type
of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
|
Notes:
(1) Represents
49,321,935 Class A ordinary shares held by Glory Achievement Fund Limited, a Cayman Islands company. Glory Achievement Fund Limited
is wholly owned by Bull Group Limited, a Cayman Islands company. Bull Group Limited is wholly owned by BULL TRUST, which has Mr. Yi’nan
Li as the beneficiary and is administered by an independent trustee and initially by three individual protectors unrelated to Mr. Li.
Any decision making with respect to the voting or disposal of the shares held by Glory Achievement Fund Limited in the Issuer or other
dealings in the Issuer’s securities is subject to approval by the protectors. Mr. Yi’nan Li will be able to replace
the protectors with persons appointed by himself in August 2028 or when the trust beneficially owns, through Glory Achievement Fund
Limited or otherwise, no more than 10% of the outstanding shares of the Issuer on an as-converted basis.
(2) The
percentage of class of securities beneficially owned by the Reporting Person is based on a total of 155,080,240 outstanding ordinary
shares (being the sum of 138,538,220 Class A ordinary shares and 16,542,020 Class B ordinary shares) of the Issuer outstanding
as a single class as of November 30, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares.
The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power
of all of the Issuer’s outstanding Class A ordinary shares and Class B ordinary shares as a single class as of November 30,
2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one
basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder
of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to four
votes per share on all matters submitted to them for a vote.
Explanatory Note
| Item 1. | Security
and Issuer |
This Schedule 13D relates
to the Class A ordinary shares of Niu Technologies, a Cayman Islands company (the “Issuer”), whose principal
executive offices are located at No.1 Building, No. 195 Huilongguan East Road, Changping District, Beijing 102208, People’s
Republic of China.
The ordinary shares
of the Issuer consist of Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary
shares, par value $0.0001 each. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the
holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
The ADSs of the Issuer
are listed on The Nasdaq Stock Market under the symbol “NIU.” Each ADS represents two Class A ordinary shares of the
Issuer.
| Item 2. | Identity
and Background |
(a): This Schedule
13D is being filed by Glory Achievement Fund Limited, Bull Group Limited and BULL TRUST (each, a “Reporting Person”) pursuant
to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”).
Information with respect
to the Reporting Persons is given solely by such Reporting Persons, and no Reporting Persons assumes responsibility for the accuracy
or completeness of the information concerning the other Reporting Persons except as otherwise provided in Rule 13d-1(k).
(b), (c), and (f):
Each of Glory Achievement Fund Limited and Bull Group Limited is a Cayman Islands company with its address at the offices of Maricorp
Services Ltd., P.O. Box 2075, #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands. BULL TRUST is a Hong
Kong company with its address at ARK Trust (Hong Kong) Limited as trustee, 34/F, Tower Two, Times Square, 1 Matheson Street, Causeway
Bay, Hong Kong.
(d) and (e): During
the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) 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 finding any violation with respect to such laws.
| Item 3. | Source
and Amount of Funds or Other Consideration |
From March 1,
2023 through November 30, 2023, Glory Achievement Fund Limited purchased a total of 1,628,616 ADSs (representing 3,257,232 Class A
ordinary shares) of the Issuer in the open market for approximately US$6.5 million, using its own working capital. (the “Recent
Open-Market Purchases”).
| Item 4. | Purpose
of Transaction |
The information set
forth in Item 3 is hereby incorporated by reference in its entirety. The Recent Open-Market Purchases were made for investment purposes.
The Reporting Persons
hold the ADSs of the Issuer for investment purposes. They intend to review their shareholding on a regular basis and, as a result thereof,
may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the
Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the
securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any
other available course of action, which could involve one or more of the types of transactions or have one or more of the results described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Any actions the Reporting
Persons might undertake will be dependent upon such Reporting Persons’ review of numerous factors, including, among other things,
the price levels of the ADSs, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition,
operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for
liquidity, and other future developments. Any future acquisitions or dispositions of ADSs will be subject to the Issuer’s policies,
including its insider trading policy, as applicable.
Except as set forth
above, none of the Reporting Persons has any present plans or intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest
in Securities of the Issuer |
(a) and (b):
The responses of the
Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in
this Item 5.
The percentage of voting
power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s
holders of Class A ordinary shares and Class B ordinary shares as a single class as of November 30, 2023 (taking into
account the number of shares that the reporting person had the right to acquire within 60 days the date hereof). Each holder of Class A
ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to four votes per share
on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A
ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any
circumstances.
(c): Except as described
in Item 4, the Reporting Persons have not effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d): Except as disclosed
in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e): Not applicable.
| Item 6. | Contracts,
Arrangements, Understandings or Relationships with respect to Securities of the Issuer. |
The information set
forth in Item 3 is hereby incorporated by reference in its entirety.
To the best knowledge
of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal
or otherwise) between the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities
of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the
securities of the Issuer.
| Item 7. | Material
to be Filed as 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.
Dated: December 7,
2023
| |
GLORY
ACHIEVEMENT FUND LIMITED |
| |
|
|
| |
By: |
/s/
Xueting Xu |
| |
Name: |
Xueting Xu |
| |
Title: |
Director |
| |
|
|
| |
BULL
GROUP LIMITED |
| |
|
|
| |
By: |
/s/ WANG Jing
Jenny and TAM Wing Ying |
| |
Name: |
WANG Jing Jenny
and TAM Wing Ying |
| |
Title: |
Director |
| |
|
|
| |
BULL
TRUST |
| |
|
|
| |
By: |
/s/ WANG Jing
Jenny and TAM Wing Ying |
| |
Name: |
WANG Jing Jenny
and TAM Wing Ying |
| |
Title: |
Trustee |
[Signature Page to
Schedule 13D]
SCHEDULE I
The following table
lists all transactions completed by the Reporting Persons in the ordinary shares of the Issuer during the past sixty days, which were
all completed through open market purchases.
| Date
of Transaction |
Transaction
Type |
No. of
ADS |
Average
Price Per ADS (U.S. $) |
| 2023-11-20 |
Open
market purchase |
135,000 |
2.35 |
| 2023-11-21 |
Open
market purchase |
102,000 |
2.53 |
| 2023-11-22 |
Open
market purchase |
69,817 |
2.44 |
| 2023-11-24 |
Open
market purchase |
50,000 |
2.41 |
| 2023-11-27 |
Open
market purchase |
100,000 |
2.53 |
| 2023-11-28 |
Open
market purchase |
67,899 |
2.48 |
| 2023-11-29 |
Open
market purchase |
53,689 |
2.46 |
| 2023-11-30 |
Open
market purchase |
96,201 |
2.36 |
Exhibit
A
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 13D referred to below) on behalf of each of them of
a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of Niu
Technologies, a Cayman Islands 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 December 7, 2023.
| |
GLORY
ACHIEVEMENT FUND LIMITED |
| |
|
|
| |
By: |
/s/
Xueting Xu |
| |
Name: |
Xueting Xu |
| |
Title: |
Director |
| |
|
|
| |
BULL
GROUP LIMITED |
| |
|
|
| |
By: |
/s/ WANG Jing
Jenny and TAM Wing Ying |
| |
Name: |
WANG Jing Jenny
and TAM Wing Ying |
| |
Title: |
Director |
| |
|
|
| |
BULL
TRUST |
| |
|
|
| |
By: |
/s/ WANG Jing
Jenny and TAM Wing Ying |
| |
Name: |
WANG Jing Jenny
and TAM Wing Ying |
| |
Title: |
Trustee |
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