Statement of Ownership (sc 13g)
March 16 2021 - 3:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(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
Baosheng Media Group Holdings Limited
(Name of Issuer)
Ordinary shares, $0.0005 par value per
share
(Title of Class of Securities)
G08908108
(CUSIP Number)
February 8, 2021
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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 G08908108 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).
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1
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Name of Reporting Person
Majesty Enterprises Limited
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2
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Hong Kong Special Administrative Region of the People’s
Republic of China (“Hong Kong”)
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,000,000 (1)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,000,000 (1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
7.33% (2)
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12
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Type of Reporting Person
FI
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(1)
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Represents 2,000,000 ordinary shares indirectly held by CMGE Technology Group Ltd (HKEX: 00302), a listed company on the Hong Kong Stock Exchange.
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(2)
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The beneficial ownership percentage is calculated based on 27,300,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing.
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1
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Name of Reporting Person
CMGE Technology Group Ltd
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2
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Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,000,000 (1)
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,000,000 (1)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (1)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
7.33% (2)
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12
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Type of Reporting Person
FI
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(1)
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Represents 2,000,000 shares indirectly held by CMGE Technology Group Ltd through Majesty Enterprises Limited.
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(2)
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The beneficial ownership percentage is calculated based on 27,300,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing.
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ITEM 1.
Baosheng Media Group Holdings
Limited
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(b)
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Address of Issuer’s Principal Executive Offices:
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Room 901, Block B, Jinqiu International
Building, No. 6 Zhichun Road, Haidian District, Beijing, China
ITEM 2.
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(a)
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Name of Person Filing:
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(i)
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Majesty Enterprises Limited
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(ii)
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CMGE Technology Group Ltd
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(collectively, the “Reporting
Persons”)
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(b)
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Address of Principal Business Office, or if None, Residence:
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The addresses of the Reporting
Persons are:
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(i)
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Majesty Enterprises Limited
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13/F, 8 Wyndham Street, Central,
Hong Kong
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(ii)
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CMGE Technology Group Ltd
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13/F, No 8 Wyndham Street, Central,
Hong Kong
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(i)
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Majesty Enterprises Limited
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Hong Kong
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(iii)
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CMGE Technology Group Ltd
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The Cayman Islands
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(d)
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Title of Class of Securities:
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Ordinary Shares, par value $0.0005
per share
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(e)
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CUSIP Number: G08908108
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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:
Not applicable.
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.
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Reporting Persons
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Beneficial Ownership(1)
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Percentage of Total Ordinary Shares(1)(3)
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Sole Voting
Power
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Shared Voting
Power(1)
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Sole Dispositive
Power
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Shared Dispositive Power(1)
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Majesty Enterprises Limited (2)
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2,000,000
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7.33%
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0
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2,000,000
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0
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2,000,000
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CMGE Technology Group Ltd
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2,000,000
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7.33%
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0
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2,000,000
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0
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2,000,000
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____________
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(1)
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Represents the number of ordinary shares indirectly held by CMGE Technology Group Ltd through Majesty Enterprises Limited as of the date of this filing.
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(2)
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Majesty Enterprises Limited is wholly owned and controlled by CMGE Technology Group Ltd.
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(3)
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The beneficial ownership percentage is calculated based on 27,300,000 ordinary shares of the Issuer issued and outstanding as of the date of this filing.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS.
Not applicable.
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.
Dated: March 16, 2021
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Majesty Enterprises Limited
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/s/ Jian Xiao
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Name: Jian Xiao
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Title: Director
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CMGE Technology Group Ltd
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/s/ Jian Xiao
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Name: Jian Xiao
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Title: Executive Director, Chairman of the Board of Directors and Chief Executive Officer
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