Securities Registration: Employee Benefit Plan (s-8)
27 February 2021 - 8:09AM
Edgar (US Regulatory)
Registration
No. 333- [●]
As
filed with the Securities and Exchange Commission on February 26, 2021
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
HAPPINESS
BIOTECH GROUP LIMITED
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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98-1551569
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
No.)
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No.
11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian
Province, People’s Republic of China, 353000
(Address,
Including Zip Code, of Registrant’s Principal Executive Offices)
2020 Equity Incentive Plan
(Full Title of the Plan)
Puglisi
& Associates
850
Library Avenue
Suite
204
Newark,
Delaware 19711
Tel: (302) 738-6680
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joan
Wu Esq.
Hunter
Taubman Fischer & Li, LLC
800
Third Avenue, Suite 2800
New
York, NY 10022
Tel:
(212) 530-2208
Facsimile:
(212) 202-6380
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
registered
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Proposed
maximum
offering price
per share (1)
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee
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Ordinary Shares, par value $0.0005:
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3,500,000
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$
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2.08
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$
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7,280,000
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$
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794.25
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based
on the average of the high and low selling prices of the Company’s ordinary shares as reported on the Nasdaq Capital
Market on February 26, 2021.
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(2)
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Represents Ordinary
Shares reserved for issuance under Happiness Biotech Group Limited 2020 Equity Incentive Plan (the “2020 Plan”).
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EXPLANATORY
NOTE
This
Registration Statement is being filed by the Registrant in accordance with the requirements of Form S-8 under the Securities Act
in order to register 3,500,000 Ordinary Shares issuable pursuant to the Happiness Biotech Group Limited 2020 Equity Incentive Plan (the
“2020 Plan”) adopted by the Board of Directors of the Company.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
*
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The
documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and
Employee Plan Annual Information) will be sent or given to recipients of the grants under the 2020 Plan as specified by the
Commission pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents
are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability
without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including
the statement in the preceding sentence. The written statement to all participants will indicate the availability without
charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include
the address and telephone number to which the request is to be directed.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Happiness
Biotech Group Limited (the “Company”) is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “1934 Act”) and, accordingly, files periodic reports and other information with the Commission.
Reports and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission’s Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C.
20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, including the Company. The address for the Commission’s
Web site is “http://www.sec.gov”. The following documents are incorporated by reference in this Registration Statement:
(a)
The Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2020 filed with the Commission on July 24, 2020.
(b)
The Company’s Current Reports on Form 6-K furnished to the Commission on July 31, 2020, September 25, 2020, September 29, 2020, November 18, 2020, January 6, 2021, and January 22, 2021, respectively; and
(c)
The description of the Company’s Share Capital contained in the registration statement on Form F-1 (File No. 333-230170) initially filed with the Commission on March 8, 2019, which was later amended and declared
effective on October 10, 2019.
Except
to the extent such information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and, to the extent specifically designated therein, reports on Form 6-K furnished by the Company to the Commission,
in each case, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities
offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of
such documents.
Any
statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association (“M&A”)
may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands
courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing
a crime. The Company’s M&A require it to indemnify its officers and directors for actions, costs, charges, losses, damages,
and expenses (“Indemnified Losses”) incurred in their capacities as such unless such Indemnified Losses arise from
dishonesty or fraud of such directors or officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
the Company under the foregoing provisions, the Company has been informed that in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
EXHIBIT INDEX
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(1)
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Incorporated
by reference to Happiness Biotech Group Limited’s Registration Statement on Form F-1 or amendments thereto (File No.
333-230170).
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Item
9. Undertakings.
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement.
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(iii)
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To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
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provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities
and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(4)
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That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
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(5)
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That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Signatures
The
Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in Fujian China, on February 26, 2021.
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HAPPINESS
BIOTECH GROUP LIMITED
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By:
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/s/
Xuezhu Wang
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Xuezhu
Wang
Chief
Executive Officer,
Chairman
of the Board of Directors
(Principal
Executive Officer)
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By:
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/s/
Jiong Bian
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Jiong
Bian
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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The
Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Fujian China, on February 26, 2021.
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BOARD
OF DIRECTORS OF HAPPINESS BIOTECH GROUP LIMITED
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By:
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/s/
Xuezhu Wang
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Xuezhu
Wang
Chief
Executive Officer,
Chairman
of the Board of Directors
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POWER
OF ATTORNEY
Each
person whose signature appears below hereby appoints Xuezhu Wang and Jiong Bian, and each of them severally, acting alone and
without the other, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person
and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually
and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement,
and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement
that are filed pursuant to Rule 462 of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Xuezhu Wang
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Chief Executive Officer
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Name: Xuezhu Wang
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(principal executive officer) and Executive
Director
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February 26, 2021
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/s/
Jiong Bian
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Chief Financial Officer
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Name: Jiong Bian
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(principal financial officer and principal accounting
officer)
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February 26, 2021
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/s/
Rui Qiang
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Director
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Name: Rui Qiang
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February 26, 2021
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/s/ Wanhe Zhang
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Director
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Name: Wanhe Zhang
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February 26, 2021
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/s/
John Levy
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Director
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Name: John Levy
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February 26, 2021
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/s/ Wenhui Lin
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Director
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Name: Wenhui Lin
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February 26, 2021
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the Securities Act of 1933
as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement
thereto in Newark, DE on February 26, 2021.
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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