Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraphs:
On May 31, 2024, Gold Sino entered into the Purchase Agreement, pursuant to which at the Closing, the Issuer agrees to issue to it, and
it agrees to purchase from the Issuer, (i) 32,516,095 Ordinary Shares (the Subscribed Shares), for an aggregate purchase price of US$50,000,000, reflecting a per share purchase price of approximately US$1.5377 and (ii) the Warrant
to purchase 10,838,698 Ordinary Shares with an exercise price of US$1.6915 per share (subject to certain adjustments as set forth therein). The funds used to purchase such securities were from the working capital of Gold Sino.
The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in
its entirety into this Item 3.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraphs:
At the Closing, the Issuer will issue 32,516,095 Ordinary Shares and the Warrant to Gold Sino. Pursuant to the Warrant, Gold Sino may acquire
up to 10,838,698 Ordinary Shares with an exercise price of US$1.6915 per share.
Except as set forth in this Item 4 of Schedule 13D,
neither the Reporting Persons nor Ms. Yang has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
The Reporting Persons and Ms. Yang intend to continuously review their investment in the Issuer, and may in the future determine
(i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them, (iii) to undertake an extraordinary
corporate transaction such as a tender offer or exchange offer for some or all of the Ordinary Shares not held by the Reporting Persons or a merger, acquisition, consolidation or other business combination or reorganization involving the Issuer or
(iv) to take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons and Ms. Yang specifically reserve the right to change their intention with respect to any or all of such matters. In
reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons and Ms. Yang currently expect that they would take into consideration a variety of factors, including, but not limited to,
the following: the Issuers business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the
Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer and currency fluctuations. Notwithstanding the above, any
course of action taken by the Reporting Persons or Ms. Yang will be subject to the restrictions described in Item 6 of this Statement.
The information set forth in or incorporated by reference into Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference in
its entirety into this Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a), (b) The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is
incorporated by reference in its entirety into this Item 5.
(c) Except as otherwise described in Item 4 and Item 6 and elsewhere in this
Schedule 13D, no transactions in the Ordinary Shares of the Issuer were effected by the Reporting Persons or Ms. Yang during the past 60 days.