UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities
Exchange Act of 1934
China Advanced Construction
Materials Group, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
169365 10 3
(CUSIP Number)
Lin Wang
Times Square, 1
Matheson St,
Unit 6, Room 901,
Causeway Bay, Hong
Kong
People’s Republic
of China
Telephone: 852
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
with
a copy to:
Hunter
Taubman Fischer & Li LLC
1450 Broadway, 26th
Floor
New York, NY 10018
Attention: Joan Wu
Telephone: +1 (212)
530-2208
July 5, 2018
(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).
1
|
NAMES OF REPORTING PERSONS:
Hou Sing International Business Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
N/A
|
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):
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Hong Kong
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
2,480,000
|
8
|
SHARED VOTING POWER:
2,480,000
|
9
|
SOLE DISPOSITIVE POWER:
2,480,000
|
10
|
SHARED DISPOSITIVE POWER:
2,480,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
55.5% *
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
*
Percentage is calculated based
on 4,470,313 shares of common stock outstanding as of May 11, 2018 as disclosed in the Issuer’s Form 10-Q filed on May 15,
2018.
1
|
NAMES OF REPORTING PERSONS:
Lin Wang (1)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
N/A
|
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:
2,480,000
|
9
|
SOLE DISPOSITIVE POWER:
0
|
10
|
SHARED DISPOSITIVE POWER:
2,480,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
55.5% (2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
(1) Since Ms. Lin
Wang is the joint shareholder and one of the two directors of Hou Sing International Business Limited (“Hou Sing”),
she may be deemed as the beneficial owner of the shares owned Hou Sing.
(2) Percentage is calculated
based on 4,470,313 shares of common stock outstanding as of May 11, 2018 as disclosed in the Issuer’s Form 10-Q filed on
May 15, 2018.
1
|
NAMES OF REPORTING PERSONS:
Aung Tun (1)
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
N/A
|
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:
Myanmar
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
0
|
8
|
SHARED VOTING POWER:
2,480,000
|
9
|
SOLE DISPOSITIVE POWER:
0
|
10
|
SHARED DISPOSITIVE POWER:
2,480,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11):
55.5% (2)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
(1) Since Mr. Aung
Tun is the joint shareholder and one of the two directors of Hou Sing International Business Limited (“Hou Sing”),
he may be deemed as the beneficial owner of the shares owned Hou Sing.
(2) Percentage is calculated
based on 4,470,313 shares of common stock outstanding as of May 11, 2018 as disclosed in the Issuer’s Form 10-Q filed on
May 15, 2018.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on May 4, 2018 (the “Original 13D”). The Amendment
is to being filed (a) to correct the date of acquisition of the Shares in Item 3 and (b) to report the change of beneficial owners
of Hou Sing. Except as specifically provided herein, this Amendment does not modify any of the information previously reported
on the Original 13D. Capitalized terms used but not otherwise defined in this Amendment shall have the same meanings ascribed
to them in the Original 13D.
Item 2.
|
Identity and Background.
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This Amendment amends and restates Item
2 of the Original 13D in its entirety as set forth below:
This Statement
is being jointly filed by following persons (collectively, the “Reporting Persons”):
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(i)
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Hou Sing International Business Limited (“Hou Sing”)
a limited company incorporated in Hong Kong, with the business address at Times Square,
1 Matheson St, Unit 6, Room 901, Causeway Bay, Hong Kong.
|
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(ii)
|
Lin Wang, is a citizen of P.R. China with business address
at Times Square, 1 Matheson St, Unit 6, Room 901, Causeway Bay, Hong Kong
|
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(iii)
|
Aung Tun, is a citizen of Myanmar with business address
at Times Square, 1 Matheson St, Unit 6, Room 901, Causeway Bay, Hong Kong.
|
During the past
five years, neither Ms. Wang nor Mr. Tun 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
as a result of which such person 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.
During the past
five years, neither Hou Sing nor any of its executive officers and directors have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been 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 as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
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Item 3.
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Source and Amount of Funds or Other Consideration.
|
This Amendment amends and restates Item
3 of the Original 13D in its entirety as set forth below:
On July 2, 2018, the Reporting
Persons acquired 2, 480,000 shares of restricted common stock of the Company to pursuant to certain securities purchase agreement
by and among Mr. Xianfu Han, Mr. Weili He and Hou Sing dated May 16, 2018 in consideration of Hou Sing’s forgiveness of
debt of $ 5,900,000 owned by Mr. Xianfu Han and Mr. Weili He.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Original 13D is hereby amended
and restated as follows::
The Reporting Persons
have no plans which relate to or would result in:
(a) The acquisition
by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b) An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer
of a material amount of assets of the issuer or of any of its subsidiaries;
(d) Any change in
the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change
in the present capitalization or dividend policy of the issuer;
(f) Any other material
change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940;
(g) Changes in the
issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class
of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity
securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar
to any of those enumerated above.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Original 13D is hereby
amended and restated as follows:
|
(a)-(b)
|
The responses to Items 7 - 13 of the cover
pages of this Schedule 13D are incorporated herein by reference.
|
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(c)
|
Other than the acquisition of the shares as
reported in this Schedule 13D, no actions in the Common Stock were effected during the past sixty (60) days by the Reporting
Persons.
|
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
|
Item 6 of the Original 13D is hereby amended
and restated as follows:
Except the Voting Agreement by and among
Mr. Xianfu Han, Mr. Weili He and Hou Sing dated May 16, 2018, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including,
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies .
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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 accurate.
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Date: July 6, 2018
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Hou Sing International Business Limited.
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|
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By:
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/s/ Lin Wang
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Name: Lin Wang
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|
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Title: Director
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Lin Wang
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By:
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/s/ Lin Wang
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Aung Tun
|
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By:
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/s/ Aung Tun
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