SC 13D/A 1 ea155587-sc13da2qinrui_clps.htm AMENDMENT NO. 2 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

CLPS Incorporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G31642

(CUSIP Number)

Xiao Feng Yang

c/o Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road

Kwun Tong, Kowloon
Hong Kong SAR

Tel: +852 37073600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2022

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 §240.13d-7 for other parties to whom copies are to be sent.

CUSIP No. G31642

13D

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Qinrui Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,976,000 common shares (See Item 5)

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,976,000 common shares (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,976,000 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Not Applicable* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1% of the Company’s outstanding common shares
14	TYPE OF REPORTING PERSON* OO

CUSIP No. G31642

13D

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Xiao Feng Yang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION The People’s Republic of China

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

5,542,950 common shares

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

5,542,950 common shares

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,542,950 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: Not applicable* ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% of the Company’s outstanding common shares
14	TYPE OF REPORTING PERSON* IN

CUSIP No. G31642

13D

Page 4 of 6 Pages

EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D amends Amendment No. 1 to Schedule 13D filed on June 12, 2020 (the “Original 13D”). This Amendment and the Original 13D are hereby referred to as the “Schedule 13D”.

Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Capitalized terms used and not defined in this Amendment are used as defined in the Original 13D. This Amendment is being filed to reflect separate acquisitions between May 6, 2020 and January 31, 2022 by Mr. Xiao Feng Yang, a Reporting Person, of 272,786 common shares of the Company pursuant to grants under the Company’s 2020 Equity Incentive Plan.

Item 1. Security and Issuer.

The title and class of equity securities to which this Schedule 13D relates is the common shares, par value $0.0001 per share (“Common Shares”), of CLPS Incorporation, a Cayman Islands corporation (the “Company”). The Company’s principal executive office is located at Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong SAR.

Item 2. Identity and Background.

(a)-(c) This report is being filed by Qinrui Ltd. and Xiao Feng Yang (together, the “Reporting Persons”). Xiao Feng Yang is the Chairman of the board of directors of the Company. The Company’s business address is Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong SAR.

Qinrui Ltd. is a holding company formed under the laws of the British Virgin Islands. The principal business of Qinrui Ltd. is managing Xiao Feng Yang’s personal assets and investments. Qinrui Ltd.’s mailing address is c/o Ogier Global (BVI) Ltd., Ritter House, Wickham’s Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. Xiao Feng Yang has the sole control of Qinrui Ltd.

(d)-(e) Neither Xiao Feng Yang nor Qinrui Ltd. has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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 activities subject to, federal or state securities laws or finding any violation of such laws.

(f) Xiao Feng Yang is a citizen of the People’s Republic of China. Qinrui Ltd. is a British Virgin Islands corporation.

Item 3. Source and Amount of Funds and Other Consideration.

On January 31, 2022, the Board of Directors of the Company authorized an award of 270,000 shares of restricted stock (the “Shares”) to Mr. Yang under the Company’s 2020 Equity Incentive Plan, which vested on the same day. Mr. Yang did not pay any additional consideration for the Shares.

CUSIP No. G31642

13D

Page 5 of 6 Pages

Item 4. Purpose of Transaction.

Mr. Yang was awarded the Shares under the Company’s 2020 Equity Incentive Plan stated above. Mr. Yang is currently the Chairman of the board of directors of the Company and therefore will continue to participate in and receive awards under the Company’s incentive programs for as long as he is a director of the Company.

Item 5. Interest in Securities of the Issuer.

(a)-(d) The calculations in this Item are based upon 21,513,822 common shares issued and outstanding as of January 31, 2022. The foregoing calculation is made pursuant to Rule l3d-3 promulgated under the Securities Act of 1933, as amended to date.

Reporting
Person

Amount of
Securities
Beneficially
Owned

Percentage
of Class

Sole Power to
Vote or Direct
the Vote

Shared Power to
Vote or Direct
the Vote

Sole Power to
Dispose or to
Direct the
Disposition

Shared Power to
Dispose or to
Direct the
Disposition

Xiao Feng Yang

5,542,950 common shares*

25.8

5,542,950 common shares

5,542,950 common
shares

Qinrui Ltd.

4,976,000 common
shares

23.1

4,976,000 common shares

4,976,000 common
shares

*	Includes the vested portion of the restricted stock granted dated as of January 31, 2022.

Because Mr. Yang controls all of the voting and disposition interests of Qinrui Ltd. with respect to the securities, he may be deemed to have indirect beneficial ownership of the common shares directly beneficially owned by Qinrui Ltd. Neither Xiao Feng Yang nor Qinrui Ltd. has effected any transactions in the securities of the Company in the past sixty days. The Reporting Persons affirm that 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 common shares beneficially owned by the Reporting Persons reported herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to, the 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 or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Company.

Item 7. Materials to be Filed as Exhibits.

None.

CUSIP No. G31642

13D

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: February 14, 2022

	/s/ Xiao Feng Yang
	Xiao Feng Yang

	Qinrui Ltd.

	By:	/s/ Xiao Feng Yang
		Xiao Feng Yang
	Title:	Sole Director

SEC Form SC 13D/A filed by CLPS Incorporation (Amendment)