Sec Form 13G Filing - TB Alternative Assets Ltd. filing for YUNJI INC ADS REPSTG SHS (YJ) - 2023-02-08

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 the disclosures provided in a prior cover page.

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 98873N107 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Market under the symbol “YJ.” Each American Depository Share represents 10 Class A Ordinary Shares.

  Names of reporting persons

  TB Alternative Assets Ltd

Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  Cayman Islands

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  107,250,000*

  Shared voting power

  0

  Sole dispositive power

  107,250,000*

  Shared dispositive power

  0

  Aggregate amount beneficially owned by each reporting person:

  107,250,000

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  Percent of class represented by amount in Row (9)

  5.00%**

  Type of reporting person (see instructions)

  IA, Investment Adviser

Number of shares beneficially owned as of 31 Dec 2022. Includes 1,290,000 American Depositary Shares (“ADSs”). Each ADS represents 10 Class A Ordinary Shares.

Calculation is based on 2,146,535,392 outstanding ordinary shares for all classes as of 31 Dec 2022.

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________

Ownership

Amount beneficially owned: 107,250,000

Percent of class: 5.00%

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 107,250,000

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 107,250,000

Shared power to dispose or to direct the disposition of: 0

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications

/s/ Shujun Li