UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
HUAHUI
EDUCATION GROUP LIMITED
(Name
of Issuer)
Ordinary
Shares, $0.0001 par value
(Title
of Class of Securities)
G4643S106
(CUSIP
Number)
Shufang Zeng
13th
Floor, Building B1, Wisdom Plaza,
Qiaoxiang
Road, Nanshan District
Shenzhen,
Guangdong Province, China 518000
(Name/Address/Telephone
Number of Person Authorized to Receive Notices and Communications)
September
13, 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 ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
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 disclosures provided in a prior cover
page.
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).
| CUSIP
No. |
G4643S106 |
13D/A |
Page
2 of 5 |
| 1 |
NAMES
OF REPORTING PERSONS
|
| |
Meisi
Co., Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
| |
(a)
☐ |
| |
(b)
☐ |
| 3 |
SEC
USE ONLY |
| |
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| |
|
| |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Seychelles |
|
Number
of shares
beneficially
owned
by
each reporting
person
with |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
87,133,000(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
87,133,000(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
|
| |
87,133,000(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| |
|
| |
28.8%(2)
|
| 14 |
TYPE
OF REPORTING PERSON
|
| |
CO |
(1)
The Reporting Persons share voting and dispositive power over the shares by virtue of Yuze Zhong’s position as the sole shareholder
of Meisi Co., Limited. Ms. Shufang Zeng acquired the entire issued and outstanding equity interests in Meisi from Mr. Yuze Zhong on September
13, 2023 and became the sole owner of Meisi. Ms. Zeng is deemed to beneficially own the entirety of the 87,133,000 Ordinary Shares held
by Meisi.
(2)
Based on 302,734,900 Ordinary Shares issued and outstanding as reported in the Report on Form 20-F filed by the Issuer with the
Securities and Exchange Commission on May 1, 2023.
| CUSIP
No. |
G4643S106 |
13D/A |
Page
3 of 5 |
| 1 |
NAMES
OF REPORTING PERSONS |
| |
|
| |
Shufang
Zeng |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
| |
(a)
☐ |
| |
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
PF |
| 5 |
CHECK
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 |
Number
of shares
beneficially
owned
by
each reporting
person
with |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
87,133,000(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
87,133,000(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
87,133,000(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
| |
28.8%(2) |
| 14 |
TYPE
OF REPORTING PERSON |
| |
|
| |
IN |
(1)
The Reporting Persons share voting and dispositive power over the shares by virtue of Shufang Zeng’s position as the sole
shareholder of Meisi Co., Limited. Ms. Shufang Zeng acquired the entire issued and outstanding equity interests in Meisi from Mr. Yuze
Zhong on September 13, 2023 and became the sole owner of Meisi. Ms. Zeng is deemed to beneficially own the entirety of the 87,133,000
Ordinary Shares held by Meisi.
(2)
Based on 302,734,900 Ordinary Shares issued and outstanding as reported in the Report on Form 20-F filed by the Issuer with the
Securities and Exchange Commission on May 1, 2023
| CUSIP
No. |
G4643S106 |
13D/A |
Page
4 of 5 |
Explanatory
Note
This
Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed on September
2, 2020, as amended on September 3, 2020 (the “Original Schedule 13D”). Except as amended and supplemented herein, the information
set forth in the Original Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the same meaning ascribed to them in the Original Schedule 13D.
Item
2. Identity and Background.
Item
2 of the Schedule 13D is hereby amended to include the following, which shall replace the disclosures in connection with Mr. Yuze Zhong:
(a)
This Schedule 13D is being filed by Ms. Shufang Zeng.
(b)
Ms. Shufang Zeng’s business address is 2006 HOP International Center, Qianhai Road, Bao’an Central District, Shenzhen City, Guangdong
Province, China.
(c)
Ms. Shufang Zeng is the President, Chief Executive Officer, Secretary, Director and Chairman of the board of directors of the Issuer.
(f)
Ms. Shufang Zeng is a citizen of [the People’s Republic of China].
Item
3. Source and Amount of Funds or Other Consideration.
On
September 13, 2023, Ms. Shufang Zeng entered into an Equity Transfer Agreement with Mr. Yuze Zhong, whereby she purchased the entire
issued and outstanding equity interests in Meisi from Mr. Yuze Zhong for a consideration of $50,000.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended to include the following:
Effective
September 13, 2023, Ms. Shufang Zeng acquired the entire issued and outstanding equity interests in Meisi Co., Limited from Mr. Yuze
Zhong on September 13, 2023 and became the sole owner of Meisi. Ms. Zeng is deemed to beneficially own the entirety of the 87,133,000
Ordinary Shares held by Meisi Co., Limited.
Ms.
Shufang Zeng serves as the President, Chief Executive Officer, Secretary, Director and Chairman of the board of directors of the Issuer,
and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives
of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect
to items (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
Item
5 of the Schedule 13D is hereby amended to include the following:
(a)
The responses to Items 11 and 13 of the cover pages to this Amendment are incorporated herein.
(b)
The responses to Items 7 through 10 of the cover pages to this Amendment are incorporated herein.
(c)
Except as described in Item 4 of this Amendment, the Reporting Persons have not effected any transactions in securities of the Issuer
in the last 60 days.
(d)
No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of any of the shares beneficially owned by the Reporting Persons.
(e)
Not applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On
September 13, 2023, Ms. Shufang Zeng entered into an Equity Transfer Agreement with Mr. Yuze Zhong, whereby she purchased the entire
issued and outstanding equity interests in Meisi from Mr. Yuze Zhong for a consideration of $50,000. A copy of the Equity Transfer Agreement
is attached to this Schedule 13D as Exhibit 1 and incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
| CUSIP
No. |
G4643S106 |
13D/A |
Page
5 of 5 |
Signatures
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:
October 13, 2023 |
Shufang
Zeng |
| |
|
|
| |
/s/
Shufang Zeng |
| |
|
|
| Date:
October 13, 2023 |
MEISI
CO., LIMITED |
| |
|
|
| |
/s/
Shufang Zeng |
| |
Name: |
Shufang
Zeng
|
| |
Title: |
Director |
Exhibit
1
股权转让协议书
Equity
Transfer Agreement
转让方：
钟雨泽 (以下简称甲方)
Transferor:
Yuze Zhong (Party A)
受让方：
曾 淑 芳 (以下简称乙方)
Transferee:
Shufang Zeng (Party B)
MEISI
CO.,LIMITED (塞舌尔公司，下称公司)于2017年4月28日成立，注册资本为
美元 5 万美元，甲方出资人民币 5 万美元，占100%的股权，甲方愿将其占公司100%
的股权转让给乙方，现甲乙双方协商，就转让股权一事，达成协议如下：
MEISI
CO, LIMITED [Seychelles Company, hereinafter referred to as the Company] was established on April 28, 2017, with a registered capital
of USD 50000.Party A contributed RMB 50000, accounting for 100% of the equity. Party A is willing to transfer 100% of its equity in the
company to Party B. Now, through negotiation, Party A and Party B have reached the following agreement on the transfer of equity:
1.股权转让的价格、期限及方式：
1.1甲方占公司100%
的股权，根据公司章程的规定，甲方出资美元
5万美元，现甲方将其占公司 100 %的股权以美元5万元转让给乙方。
1.2乙方应于本协议书生效之日起2年内，按第一点第1条款规定的货币和金额以
转账或现金 方式一次性付清给甲方。
1.The
price, term, and method of equity transfer:
1.1
Party A holds 100% of the equity of the company. According to the provisions of the company’s articles of association, Party A
contributes USD 50000. Now, Party A transfers its 100% equity of the company to Party B for USD 50000.
1.2
Party B shall, within 2 years from the effective date of this agreement, make a one-time payment to Party A by transfer or cash in the
currency and amount specified in Article 1 of the first point.
2.甲方保证对其转让给乙方的股权拥有完全有效的处分权，保证该股权没有设置质押，并免遭受第三人追索。否则应由甲方承担由此引起的一切经济和法律责任。
3.
2.Party
A guarantees that it has full and effective disposal rights over the equity transferred to Party B, guarantees that the equity has not
been pledged, and is free from third-party recourse. Otherwise, Party A shall bear all economic and legal responsibilities arising from
this.
3.有关公司盈亏(含债权、债务)的分担：
本协议生效后，乙方按股权比例分享利润和分担风险及亏损(含转让前该股权应享有和
分担公司的债权债务)。
3.
Sharing of company profits and losses (including creditor’s rights and debts):
After
this agreement takes effect, Party B shall share profits and risks and losses in proportion to its equity [including the rights and obligations
of the company that the equity should enjoy and share before the transfer).
4.纠纷的解决：
凡因履行本协议所发生的争议，甲乙双方应友好协商解决，如协商不成，向人民法院起
诉。
4.
Dispute resolution:
Any
disputes arising from the performance of this agreement shall be resolved through friendly consultation between Party A and Party B.
If consultation fails, a lawsuit shall be filed with the people’s court.
5.协议的变更或解除：
发生下列情况之一时，可变更解除本协议，当事人签订的变更或解除协议书、声明书，
经双方签订后方可生效。
5.1
因不可抗力造成本协议无法履行。
5.2
情况发生变化，当事人双方经过协商同意。
5.
Change or Termination of Agreement:
In
case of any of the following circumstances, this agreement may be modified or terminated. The modification or termination agreement or
declaration signed by the parties shall take effect only after being signed by both parties.
5.1
Due to force majeure, this agreement cannot be fulfilled.
5.2
The situation changes and both parties agree through consultation.
6.有关费用：
在转让过程中，发生的与转让有关的费用，
由 乙 方承担。
6.
Related expenses:
During
the transfer process, any expenses related to the transfer shall be borne by Party B.
7.生效条件：
本协议经甲乙双方签订之日起生效。
7.
Effective conditions:
This
agreement shall come into effect from the date of signing by both parties.
8.
本协议一式四份，甲、乙双方各执一份，公司留存一份，其它报有关部门。
8.This
agreement is made in quadruplicate, with each party holding one copy, the company retaining one copy, and the rest to be reported to
relevant departments.
转让方
( Transferor) : 钟雨泽Yuze Zhong
签名
Signature: /s/ Yuze Zhong
受让方Transferee:
曾淑芳 Shufang Zeng
签名
Signature: /s/ Shufang Zeng
生效日期
Effective Date: 2023-9- 13
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