SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 4

Under the Securities Exchange Act of 1934

Color Star Technology Co., Ltd.

(Name of Issuer)

Ordinary Shares, $.001 par value

(Title of Class of Securities)

G2287A100

(CUSIP Number)

c/o Color Star Technology Co., Ltd.

800 3rd Ave, Suite 2800

New York NY 10022

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

April 20, 2021

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

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: Hou Sing International Business Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
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: Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 7,995,395
		9	SOLE DISPOSITIVE POWER:
		10	SHARED DISPOSITIVE POWER: 7,995,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.85% *
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

* Percentage is calculated based on 90,356,629 ordinary shares outstanding as of April 29, 2021.

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1	NAMES OF REPORTING PERSONS: Aung Tun (1) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
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: Myanmar
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 7,995,395
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 7,995,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.85% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1) Mr. Aung Tun is a director of Hou Sing International Business Limited (“Hou Sing”). He is deemed as a beneficial owner of the shares owned by Hou Sing.

(2) Percentage is calculated based on 90,356,629 ordinary shares outstanding as of April 29, 2021.

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1	NAMES OF REPORTING PERSONS: Liang Li (1) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 7,995,395
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 7,995,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.85% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1) Mr. Liang Li is a director of Hou Sing. He is deemed as a beneficial owner of the shares owned by Hou Sing.

(2) Percentage is calculated based on 90,356,629 ordinary shares outstanding as of April 29, 2021.

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1	NAMES OF REPORTING PERSONS: Jiayun Zhu (1) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 7,995,395
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 7,995,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.85% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1) Mr. Jiayun Zhu is a director of Hou Sing. He is deemed as a beneficial owner of the shares owned by Hou Sing.

(2) Percentage is calculated based on 90,356,629 ordinary shares outstanding as of April 29, 2021.

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EXPLANATORY NOTE

This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on August 21, 2020, as amended (the “Prior Filing”). The Amendment of the Prior Filing, as amended, is being filed to include the information set forth herein. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Prior Filing, as amended. Capitalized terms used but not otherwise defined in this Amendment shall have the same meanings ascribed to them in the Prior Filing, as amended.

The purpose of this filing is to reflect the Reporting Persons’ acquisition of 4,170,000 shares on April 20, 2021 from Liang Li pursuant to the Stock Purchase Agreement dated April 20, 2021.

The Prior Filing is hereby amended and restated in its entirety as follows:

Item 1. Security and Issuer.

This Amendment relates to the common stock, par value $0.001 per share of Color Star Technology Co., Ltd., a Cayman Islands company whose principal executive office is located at 800 3rd Ave, Suite 2800, New York NY 10022, (212) 220-3967.

Item 2. Identity and Background.

This Amendment is being jointly filed by following persons (collectively, the “Reporting Persons”):

(i)	Hou Sing International Business Limited (“Hou Sing”) a limited company incorporated in Hong Kong, with the business address at c/o Color Star Technology Co., Ltd., 800 3rd Ave, Suite 2800, New York NY 10022.
(ii)	Aung Tun, is a citizen of Myanmar with the address at c/o Color Star Technology Co., Ltd., 800 3rd Ave, Suite 2800, New York NY 10022
(ii)	Liang Li, is a citizen of China with the address at c/o Color Star Technology Co., Ltd., 800 3rd Ave, Suite 2800, New York NY 10022
(ii)	Jiayun Zhu, is a citizen of China with the address at c/o Color Star Technology Co., Ltd., 800 3rd Ave, Suite 2800, New York NY 10022

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the last five years, 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 or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. 

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

On April 20, 2021, Hou Sing purchased from Liang Li 4,170,000 restricted ordinary shares, pursuant to certain stock purchase agreement by and between Hou Sing and Mr. Liang Li dated April 20, 2021, in exchange for consideration of $100.

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Item 4. Purpose of Transaction.

The Reporting Persons acquired the shares for investment purposes in the belief that the shares represent an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Representatives of the Reporting Persons may have discussions from time to time with the Issuer, other shareholders and third parties relating to the Issuer, strategic alternatives that may be available to the Issuer and the Issuer’s business, operations, assets, capitalization, financial condition, governance, management and future plans, including in respect of one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D of the Act. There can be no assurance as to the outcome of any of the discussions referred to in this Schedule 13D.

Depending on various factors, including the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the board of directors of the Issuer, price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, the availability of potential business combination and other strategic transactions, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including acquiring or disposing of securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Person’s economic exposure with respect to their investments in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D of the Act.

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

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Item 5. Interest in Securities of the Issuer.

(a)-(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) Other than the acquisition of the shares as reported in this Schedule 13D, no actions in the ordinary shares of the Issuer were effected during the past sixty (60) days by the Reporting Persons.

(d) None

(e) N/A

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

Liang Li, Jiayun Zhu and Aung Tun have agreed to jointly exercise the voting power and disposition power of all ordinary shares of the Issuer held by Hou Sing which Hou Sing would be entitled to vote on any matter presented to all shareholders of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1	Stock Purchase Agreement, dated April 20, 2021, by and between Hou Sing International Business Limited and Liang Li
99.2	Joint Filing Agreement

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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 accurate.

Date: April 30, 2021
Hou Sing International Business Limited
By:	/s/ Liang Li
Name:	Liang Li
Title:	Director
Liang Li
By:	/s/ Liang Li
Jiayun Zhu
By:	/s/ Jiayun Zhu
Aung Tun
By:	/s/ Aung Tun

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EX-99.1

Exhibit 99.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 20, 2021, is entered into between Liang LI (the "Seller"), and Hou Sing International Business Limited, a company incorporated under the laws of Hong Kong (the "Buyer").

WHEREAS, Seller owns 4,170,000 Class A ordinary shares, par value $0.001 (the "Shares"), of Color Star Technology Co., Ltd., a Cayman Islands company (the "Company"); and

WHEREAS, the Seller is the controlling shareholder of the Buyer;

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be US$100.00 (the "Purchase Price").

2.Closing. Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the "Closing") to be at the time of execution of this Agreement. At the Closing, Seller shall deliver to Buyer a stock certificate or certificates evidencing the Shares, free and clear of all Encumbrances (as defined herein).

3.Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:

(a)The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind ("Encumbrances"). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares, free and clear of all Encumbrances.

(b)The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Shares are bound.

(c)No governmental, administrative or other third party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d)There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(e)No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

4.Representation and Warranties of Buyer.

(a)Buyer is a company duly organized, validly existing and in good standing under the laws of the Hong Kong.

(b)Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(c)Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

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(d)No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(e)There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(f)No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

5.Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

6.Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

7.Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

9.Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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10.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

Buyer

Hou Sing International Business Limited

By_/s/ Liang Li____________

Name: Liang Li

Title: Director

Seller
Liang Li

By_/s/ Liang Li____________

Name: Liang Li

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EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

The undersigned agree that this Amendment, and any amendments hereto, relating to the ordinary shares, par value $0.001 per share, of Color Star Technology Co., Ltd. shall be filed on behalf of the undersigned.

Date: April 30, 2021
Hou Sing International Business Limited
By:	/s/ Liang Li
Name:	Liang Li
Title:	Director
Liang Li
By:	/s/ Liang Li
Jiayun Zhu
By:	/s/ Jiayun Zhu
Aung Tun
By:	/s/ Aung Tun