Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 07 2024 - 7:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Jayud
Global Logistics Limited
(Name
of Issuer)
Class
A ordinary shares, par value US$0.0001 per share
(Title
of Class of Securities)
G5084H103
(CUSIP
Number)
December
31, 2023
(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 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).
SCHEDULE
13G
CUSIP
No. G5084H103
| 1. |
Names
of Reporting Persons
Europa
Investment Holding 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
6,409,600
(1) |
| 6. |
Shared
Voting Power
0 |
| 7. |
Sole
Dispositive Power
6,409,600
(1) |
| 8. |
Shared
Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,409,600
(1) |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
30.0%
of Class A ordinary shares, assuming conversion of Class B shares beneficially owned by the Reporting Person into Class A ordinary
shares (2) |
| 12. |
Type
of Reporting Person
CO |
| (1) | Represents
6,409,600 Class B ordinary shares held by Europa Investment Holding Limited. Holders of Class A
ordinary shares and Class B ordinary shares have the same rights except for voting and conversion
rights. Each Class A ordinary share will be entitled to one (1) vote, and each Class B ordinary
share shall be entitled to ten (10) votes on all matters subject to a vote at general meetings of Jayud
Global Logistics Limited. Each Class B ordinary share shall be convertible into one Class A
ordinary share at any time at the option of the holder thereof. Class A ordinary shares shall
not be convertible into Class B ordinary shares under any circumstances. The registered address
of Europa Investment Holding Limited is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin
Islands. |
| (2) | The
percentage of the class of securities beneficially owned by the Reporting Person is calculated
based on an aggregate of (i) 14,942,623 Class A ordinary shares and (ii) 6,409,600 Class
B ordinary shares of Jayud Global Logistics Limited, issued and outstanding as of December
31, 2023, assuming the conversion of all such Class B ordinary shares into the same number
of Class A ordinary shares, based on information provided by the Issuer. |
CUSIP
No. G5084H103
| 1. |
Names
of Reporting Persons.
Xiaogang
Geng |
| 2. |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
| 3. |
SEC
Use Only
|
| 4. |
Citizenship
or Place of Organization
People’s
Republic of China |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
6,409,600
(3) |
| 6. |
Shared
Voting Power
0 |
| 7. |
Sole
Dispositive Power
6,409,600
(3) |
| 8. |
Shared
Dispositive Power
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,409,600
(3) |
| 10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
30.0%
of Class A ordinary shares, assuming conversion of Class B shares beneficially owned by the Reporting Person into Class A ordinary
shares (4) |
| 12. |
Type
of Reporting Person
CO |
| (3) | Represents
6,409,600 Class B ordinary shares held by Europa Investment Holding Limited. Holders of Class A
ordinary shares and Class B ordinary shares have the same rights except for voting and conversion
rights. Each Class A ordinary share will be entitled to one (1) vote, and each Class B ordinary
share shall be entitled to ten (10) votes on all matters subject to a vote at general meetings of Jayud
Global Logistics Limited. Each Class B ordinary share shall be convertible into one Class A
ordinary share at any time at the option of the holder thereof. Class A ordinary shares shall
not be convertible into Class B ordinary shares under any circumstances. The registered address
of Europa Investment Holding Limited is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin
Islands. |
| (4) | The percentage
of the class of securities beneficially owned by the Reporting Person is calculated based on an aggregate
of (i) 14,942,623 Class A ordinary shares and (ii) 6,409,600 Class B ordinary shares of Jayud Global
Logistics Limited, issued and outstanding as of December 31, 2023, assuming the conversion of all such
Class B ordinary shares into the same number of Class A ordinary shares, based on information provided
by the Issuer. |
Item
1.
Jayud
Global Logistics Limited (the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices: |
4th
Floor, Building 4, Shatoujiao Free Trade Zone, Shenyan Road, Yantian District, Shenzhen, China
Item
2.
| (a) | Name
of Person Filing: |
Europa
Investment Holding Limited and Xiaogang Geng
(each,
a “Reporting Person” and collectively, the “Reporting Persons”)
| (b) | Address
of Principal Business Office or, if none, Residence: |
| (i) | Europa
Investment Holding Limited |
The
address of principal business office of Europa Investment Holding Limited is located at:
Wickhams
Cay II, Road Town, Tortola, VG1110, British Virgin Islands
The
address of principal business office of Xiaogang Geng is located at:
c/o
Jayud Global Logistics Limited
4th
Floor, Building 4, Shatoujiao Free Trade Zone, Shenyan Road, Yantian District, Shenzhen, China
Europa
Investment Holding Limited is a British Virgin Islands company.
Xiaogang
Geng is a citizen of People’s Republic of China
| (d) | Title
of Class of Securities: |
Class
A ordinary shares, par value $0.0001 per share, of the Issuer.
The
Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders
of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A
ordinary share will be entitled to one (1) vote, and each Class B ordinary share shall be entitled to ten (10) votes on all matters
subject to a vote at general meetings of Jayud Global Logistics Limited. Each Class B ordinary share shall be convertible into one
Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares shall not be convertible into
Class B ordinary shares under any circumstances.
The
CUSIP number of the Issuer’s Class A ordinary shares is G5084H103.
| Item 3. | If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is: |
Not
applicable.
| Reporting
Person | |
Shares
Held Directly | | |
Sole
Voting Power | | |
Shared
Voting Power | | |
Sole
Dispositive Power | | |
Shared
Dispositive Power | | |
Beneficial
Ownership | | |
Percentage
of Class(1) | |
| Europa
Investment Holding Limited | |
| 6,409,600 | (2) | |
| 6,409,600 | | |
| 0 | | |
| 6,409,600 | | |
| 0 | | |
| 6,409,600 | | |
| 30.0 | % |
| Xiaogang
Geng | |
| 6,409,600 | (2) | |
| 6,409,600 | | |
| 0 | | |
| 6,409,600 | | |
| 0 | | |
| 6,409,600 | | |
| 30.0 | % |
| (1) | The percentage
of the class of securities beneficially owned by the Reporting Person is calculated based on aggregate
of (i) 14,942,623 Class A ordinary shares and (ii) 6,409,600 Class B ordinary shares of Jayud Global
Logistics Limited, issued and outstanding as of December 31, 2023, assuming the conversion of all such
Class B ordinary shares into the same number of Class A ordinary shares, based on information provided
by the Issuer. |
| (2) | Represents 6,409,600 Class B ordinary
shares held by Europa Investment Holding Limited. Holders of Class A ordinary shares and Class B ordinary shares
have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one (1)
vote, and each Class B ordinary share shall be entitled to ten (10) votes on all matters subject to a vote at general
meetings of Jayud Global Logistics Limited. Each Class B ordinary share shall be convertible into one Class A ordinary
share at any time at the option of the holder thereof. Class A ordinary shares shall not be convertible into Class B
ordinary shares under any circumstances. The registered address of Europa Investment Holding Limited is Wickhams Cay II,
Road Town, Tortola, VG1110, British Virgin Islands. |
| 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.
Not
Applicable.
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:
February 7, 2024
| |
Europa Investment
Holding Limited |
| |
|
|
| |
By: |
/s/
Xiaogang Geng |
| |
|
Name:
|
Xiaogang
Geng |
| |
|
Title:
|
Director |
| |
Xiaogang Geng |
| |
|
|
| |
By: |
/s/
Xiaogang Geng |
Exhibit
Index
Exhibit 99.1
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 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of Jayud Global Logistics Limited, a Cayman
Islands exempted 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.
[Signature page to follow]
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of February 7, 2024.
| |
Europa Investment Holding Limited |
| |
|
|
|
| |
By: |
/s/ Xiaogang Geng |
| |
|
Name: |
Xiaogang Geng |
| |
|
Title: |
Director |
| |
Xiaogang Geng |
| |
|
|
| |
By: |
/s/ Xiaogang Geng |
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