Xin Files 13D for Qilian International Holding Group

TL;DR

**Xin files 13D for Qilian Intl! Ownership change incoming.**

AI Summary

Zhanchang Xin has filed a Schedule 13D regarding Qilian International Holding Group Ltd, indicating a change in beneficial ownership as of October 16, 2024. The filing details the address and contact information for Zhanchang Xin, who is associated with the company's Class A Ordinary Shares.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in Qilian International Holding Group, which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Zhanchang Xin (person) — Filing party and beneficial owner
• Qilian International Holding Group Ltd (company) — Subject company
• Ahanzhai Development Ltd (company) — Filing party

FAQ

Key Financial Figures

• $0.00833335 — the Class A ordinary shares, par value $0.00833335 each, of the Issuer. There is no CUSIP
• $0 — e Class A Ordinary Shares, par value of $0.00833335, of Qilian International Holdi
• $833,335 — pany's authorized share capital to be US$833,335 divided into 350,000,000 class A ordina
• $0.00166667 — class A ordinary shares of par value US$0.00166667 each, 100,000,000 class B ordinary shar

Filing Documents

• tm2425844d1_sc13d.htm (SC 13D) — 50KB
• tm2425844d1_ex99-1.htm (EX-99.1) — 5KB
• 0001104659-24-109188.txt ( ) — 57KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the Class A Ordinary Shares, par value of $0.00833335, of Qilian International Holding Group Limited (the " Issuer " or " Company "), whose principal executive offices are located at Jiuquan Economic and Technological Development Zone, Jiuquan City, Gansu Province, People's Republic of China 735000.

Identity and Background

Item 2. Identity and Background. (a) Name & Citizenship: (i) Zhanchang Xin (" Mr. Xin "), a citizen of the People's Republic of China; and (ii) Ahanzhai Development Ltd (" Ahanzhai Ltd "), a company established in British Virgin Islands; (collectively, the " Reporting Persons ") (b) Residence or business address: (i) The business address of the Mr. Xin is Jiuquan Economic and Technological Development Zone, Jiuquan City, Gansu Province, People's Republic of China 735000. (ii) The business address of Ahanzhai Ltd is OMC Charters, Wickham Cay 1, Road Town, Tortola, British Virgin Islands. (c) Principal business of each reporting person and address: Mr. Xin is the chairman of the board of directors (the " Chairman ") of the Issuer. Ahanzhai Ltd is a holding company with no actual operations. (d) — (e) During the last five years, the Reporting Persons have not 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 and as a result of such proceeding 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.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. At the time of the Issuer's initial public offering on January 12, 2021, Mr. Xin held 13,839,000 ordinary shares of the Issuer, including 1,839,000 ordinary shares held of record by Ahanzhai Ltd., an entity controlled by Mr. Xin. On April 19, 2024, the shareholders approved to re-designate and re-classify the Company's authorized share capital to be US$833,335 divided into 350,000,000 class A ordinary shares of par value US$0.00166667 each, 100,000,000 class B ordinary shares of par value US$0.00166667 each, and 50,000,000 preferred shares of par value US$0.00166667 each. As a result, the then issued and outstanding 35,750,000 ordinary shares were re-designated into 35,750,000 class A ordinary shares. In addition, the Board resolved to re-designate and re-classify 12,000,000 class A ordinary shares held and registered under Mr. Xin into 12,000,000 class B ordinary shares. Therefore, as of April 29, 2024, the Reporting Person held 1,839,000 Class A Ordinary Shares indirectly through Ahanzhai Ltd. and 12,000,000 Class B Ordinary Shares directly. On May 29, 2024, in order to regain compliance with the minimum bid price requirement of Nasdaq, the Board approved to effect a share consolidation at a ratio of one-for-five, which became market effective on June 21, 2024. Following the share consolidation, the Reporting Person held 367,800 Class A Ordinary Shares through Ahanzhai Ltd. indirectly and 2,400,000 issued and outstanding Class B Ordinary Shares directly, owning 96.43% of the total voting power. On September 9, 2024, Mr. Xin submitted a conversion notice to convert 1,180,000 of his Class B Ordinary Shares into 1,180,000 Class A Ordinary Shares on a one-for-one basis (the " Conversion "). Upon completion of the Conversion on or about September 20, 2024, Mr. Xin beneficially owns 1,547,800 Class A Ordinary Shares and 1,220,000 Class B Ordinary Shares, representing 93.35% of the total voting power. Ahanzh

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes. Mr. Xin currently serves as the Chairman of the Issuer. Mr. Xin has engaged, and intends to continue to engage, in communications with one or more officers, directors and/or representatives or agents of the Issuer and/or other persons, and may in the future also engage in communications with one or more shareholders of the Issuer and other relevant parties, regarding the Issuer, including but not limited to its operations, its business strategies, its capital structure and potential changes thereto, its need to raise additional debt or equity capital and/or its strategic alternatives. As part of such communications, Mr. Xin, as Chairman of the Issuer, may advocate one or more courses of action as described in subparagraphs (a) through (j) of Item 4 of the Schedule 13D. Depending on market conditions, the continuing evaluation of the business and prospects of the Issuer and other factors, and subject to applicable SEC restrictions, the Reporting Persons may acquire additional shares or dispose of shares of the Issuer. Except as set forth above, the Reporting Persons do not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) — (c) The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. (d) – (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Item 3, Item 4 and Item 5 of this Schedule 13D is incorporated by reference. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, 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 a pledge or otherwise subject to a contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. A joint filing agreement by both of the Reporting Persons is attached as Exhibit 99.1. LIST OF EXHIBITS Exhibit No. Description 99.1 Joint Filing Agreement CUSIP No. G7307E123 Page 6 of 6 Pages

Signatures

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. Dated: October 16, 2024 /s/ Zhanchang Xin Name: Zhanchang Xin Ahanzhai Development Limited /s/ Zhanchang Xin Name: Zhanchang Xin Title: Sole Director

View Full Filing

View this SC 13D filing on SEC EDGAR