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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Wah Fu Education Group Ltd. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G94184101 (CUSIP Number) |
Xinghui Yang L207b, Hesheng Fortune Plaza,, No.13 Deshengmenwai Street, Xicheng Dist Beijing, F4, 100088 86 10 5994 2599 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/16/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | G94184101 |
| 1 |
Name of reporting person
River Business Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,084,028.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
37.10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G94184101 |
| 1 |
Name of reporting person
Silver Thousand International | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
320,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G94184101 |
| 1 |
Name of reporting person
Xinghui Yang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,159,996.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
Wah Fu Education Group Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
L207b, Hesheng Fortune Plaza, No.13 Deshengmenwai Street, Xicheng Dist, Beijing,
CHINA
, 100088. |
| Item 2. | Identity and Background |
| (a) | (i) River Business Limited
(ii) Silver Thousand International
(iii) Xinghui Yang |
| (b) | (i) River Business Limited: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
(ii) Silver Thousand International: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
(iii) Xinghui Yang |
| (c) | The principal business of River Business Limited and Silver Thousand International is holding business. The principal occupation of Mr. Xinghui Yang is serving as director of above companies. |
| (d) | During the last five years, The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, The Reporting Person was not a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment |
| (f) | (i) River Business Limited: British Virgin Islands
(ii) Silver Thousand International: British Virgin Islands
(iii) Xinghui Yang: People's Republic of China |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities reported herein were originally acquired by the Reporting Person as founder of Wah Fu Education Group Ltd. prior to its initial public offering. The changes reported in this Amendment reflect the sale of such securities by the Reporting Person. | |
| Item 4. | Purpose of Transaction |
The Reporting Person Xinghui Yang sold the securities to meet certain personal financial obligations. Except as described herein, the Reporting Person does not currently have any plans or proposals that would result in any material change to the Issuer's business, corporate structure, or policies. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person Xinghui Yang beneficially owns 1,159,996 shares of Ordinary Shares, which represents 39.69% of the outstanding ordinary shares of the Issuer. Xinghui Yang holds 1,084,028 ordinary shares through River Business Limited and 75,968 ordinary shares held through Silver Thousand International. Silver Thousand International is 76.26% owned by HFGFR INC. and 23.74% (75,968 shares) owned by Xinghui Yang.
The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on 2,922,559 Ordinary Shares outstanding as of July 31, 2025, as derived from data reported in the Form 20-F filed on that date. |
| (b) | The Reporting Person, Xinghui Yang, holds 1,084,028 ordinary shares through River Business, with sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of such shares. Additionally, Xinghui Yang holds 75,968 ordinary shares through Silver Thousand International, sharing the power to dispose or to direct the disposition with HFGFR INC. |
| (c) | The Reporting Person sold certain shares of the Issuer's securities pursuant to Rule 144 in the past 60 days. The Reporting Person has sole power to receive dividends and direct the disposition of the securities. |
| (d) | To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees, or division of profits or losses. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement |
| SIGNATURE | |
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.
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