Edgar Filing: EMERSON RADIO CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Emerson Radio Corp.

(Name of Issuer)

Common Stock, Par Value $.01 per Share

(Title of Class of Securities)

291087203

(CUSIP Number)

Bingzhao Tan

Wealth Warrior Global Limited

Unit C, 32/F., TML Tower

No. 3 Hoi Shing Road

Tsuen Wan, New Territories, Hong Kong

(852) 3950 4625

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

November 14, 2018

(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 §240.13d-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).

CUSIP No. 291087203

SCHEDULE 13D

Page 2 of 14

1.	NAMES OF REPORTING PERSONS

	Aurizon Enterprises Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 3 of 14

1.	NAMES OF REPORTING PERSONS

	Merchant Link Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 4 of 14

1.	NAMES OF REPORTING PERSONS

	Omen Charm Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 5 of 14

1.	NAMES OF REPORTING PERSONS

	Ocean Rose Global Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 6 of 14

1.	NAMES OF REPORTING PERSONS

	Praisewise Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 7 of 14

1.	NAMES OF REPORTING PERSONS

	Rise Vision Global Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 8 of 14

1.	NAMES OF REPORTING PERSONS

	Splendid Brilliance (PTC) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 9 of 14

1.	NAMES OF REPORTING PERSONS

	Wealth Warrior Global Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

SCHEDULE 13D

Page 10 of 14

1.	NAMES OF REPORTING PERSONS

	Guichai He
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER

			0
		8.	SHARED VOTING POWER

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. 291087203

SCHEDULE 13D

Page 11 of 14

1.	NAMES OF REPORTING PERSONS

	Bingzhao Tan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) AF
5.	CHECK BOX 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

			15,243,283
		9.	SOLE DISPOSITIVE POWER

			0
		10.	SHARED DISPOSITIVE POWER

			See Row 8 above.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 8 above.
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.0%
14.	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. 291087203

SCHEDULE 13D

Page 12 of 14

Item 1.

This amendment No. 3 to Schedule 13D (this “Amendment No. 3”), amends and supplements the Schedule 13D filed on October 10, 2017 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 dated March 2, 2018 (the “Amendment No. 1”), Amendment No. 2 dated June 29, 2018 and this Amendment No. 3, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Emerson Radio Corp., a Delaware corporation (the “Issuer”) beneficially owned by the Reporting Persons. Capitalized terms not defined in this Amendment No. 3 shall have the meaning ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 4.

Purpose of Transaction.

The first paragraph of Item 4 of the Amendment No. 1 is hereby amended and restated in its entirety as follows:

As of the date of this Amendment No. 3, S&T International Distribution Ltd., a British Virgin Islands limited company (“S&T”), has the power to vote and dispose of 15,243,283 shares of Common Stock (the “Emerson Shares”), representing approximately 71.0% of the outstanding shares of Common Stock, based on 21,465,406 shares of Common Stock outstanding as of November 9, 2018 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2018.

Item 7.

Material to Be Filed as Exhibits.

Exhibit 1:

Joint Filing Agreement as required by Rule 13d-1(k) under the Act.*

* Previously filed

CUSIP No. 291087203

SCHEDULE 13D

Page 13 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 15^th day of November, 2018	AURIZON ENTERPRISES LIMITED*


	By:	/s/ Bingzhao Tan
		Name: Bingzhao Tan
		Title: Director

	MERCHANT LINK HOLDINGS LIMITED*


	By:	/s/ Bingzhao Tan
		Name: Bingzhao Tan
		Title: Director

	OMEN CHARM LIMITED*


	By:	/s/ Guichai He
		Name: Guichai He
		Title: Director

	OCEAN ROSE GLOBAL LIMITED*


	By:	/s/ Bingzhao Tan
		Name: Bingzhao Tan
		Title: Director

	PRAISEWISE LIMITED*


	By:	/s/ Guichai He
		Name: Guichai He
		Title: Director

	RISE VISION GLOBAL LIMITED*


	By:	/s/ Bingzhao Tan
		Name: Bingzhao Tan
		Title: Director

CUSIP No. 291087203

SCHEDULE 13D

Page 14 of 14

	SPLENDID BRILLIANCE (PTC) LIMITED*


	By:	/s/ Guichai He
		Name: Guichai He
		Title: Director

	WEALTH WARRIOR GLOBAL LIMITED


	By:	/s/ Bingzhao Tan
		Name: Bingzhao Tan
		Title: Director

	By:	/s/ Guichai He
		GUICHAI HE, an individual*


	By:	/s/ Bingzhao Tan
		BINGZHAO TAN, an individual*

* These reporting persons disclaim beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.