Securities Registration: Employee Benefit Plan (s-8)
27 August 2022 - 6:34AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 26, 2022
Registration
No.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Sunrise
New Energy Co., Ltd.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
Room
703, West Zone, R&D Building
Zibo
Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road
Zhangdian
District, Zibo City, Shandong Province
People’s
Republic of China
(Address
of Principal Executive Offices)
2022
Stock Incentive Plan
(Full
title of the plan)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
(Name
and address of agent for service)
800-221-0102
(Telephone
number, including area code, of agent for service)
Copies
to:
Ying
Li, Esq.
Hunter
Taubman Fischer & Li, LLC
48
Wall Street, Suite 1100
New
York, NY 10005212- 530-2206
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☐ |
Emerging
growth company |
☒ |
|
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.
☐
EXPLANATORY
NOTE
This
Registration Statement is being filed by Sunrise New Energy Co., Ltd. (the “Registrant”) in accordance with the requirements
of Form S-8 under the Securities Act in order to register 3,679,200 Ordinary Shares issuable pursuant to the 2022 Stock Incentive Plan
adopted by the board of directors of the Registrant.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
| * | 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 2022 Plan as specified by the U.S. Securities and
Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of 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 of the Securities Act. 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) of the Securities Act, and will include the address and telephone number to which the
request is to be directed. |
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and, accordingly, files periodic reports and other information with the Commission. Reports and other information concerning the Registrant
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 website that contains reports,
proxy and information statements and other information regarding registrants that file electronically with the Commission, including
the Registrant. The address for the Commission’s website is “http://www.sec.gov.” The following documents are incorporated
by reference in this Registration Statement:
(a)
the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on May 2, 2022.
(b)
all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than the reports, or portions thereof, not deemed to be filed), since the end of the fiscal year covered by the Registrant’s
Annual Report referred to in (a) above; and
(c)
the description of the Registrant’s Ordinary Shares contained in the exhibit titled “Description of Securities Registered
under Section 12 of the Exchange Act of 1934, as amended” filed as Exhibit 2.2 of the Annual Report, including any amendments or
reports filed for the purpose of updating such description.
All
documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to the Registration Statement which indicates that all of the Ordinary Shares registered hereunder have
been sold or which deregisters all of such Ordinary Shares then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents
or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference
into this Registration Statement.
Any
statement contained in a document 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
that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier 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.
Not
applicable.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not
limit the extent to which a company’s articles of association 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 Registrant’s amended and restated memorandum and articles of
association provide, to the extent permitted by law, that the Registrant shall indemnify each director and officer for the time being
of the Registrant or any trustee for the time being acting in relation to the affairs of the Registrant and their respective heirs, executors,
administrators, personal representatives or successors or assigns against all costs, losses, damages and expenses, including travelling
expenses, which any such director, officer or trustee may incur or become liable in respect of by reason of any contract entered into,
or act or thing done by him as such director, officer or trustee or in any way in or about the execution of his duties . The Registrant’s
amended and restated memorandum and articles of association also provide that no such director officer or trustee shall be indemnified
in respect of any matter arising out of such person’s own dishonesty or fraud.
Pursuant to the indemnification
agreements, the form of which is filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form F-1/A (file No. 333-233745),
as amended, the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses that they incur
in connection with claims made by reason of their being such a director or officer of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Item 9. Undertakings.
(a) |
The undersigned Registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
(ii) |
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. |
|
(iii) |
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. |
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).
|
(2) |
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. |
|
(3) |
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. |
|
(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
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 |
|
(ii) |
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. |
|
(5) |
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: |
|
(i) |
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
|
(ii) |
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; |
|
(iii) |
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 |
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) |
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. |
(c) |
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. |
Signatures
Pursuant to the requirements
of the Securities Act of 1933, 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 the City of Zibo, China, on August 26, 2022.
|
Sunrise New Energy Co., Ltd. |
|
|
|
|
By: |
/s/ Haiping Hu |
|
|
Haiping Hu
Chief Executive Officer,
Chairman of the Board of Directors
(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature
appears below hereby appoints Haiping Hu, 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 |
|
Title |
|
Date |
|
|
|
|
|
/s/ Haiping Hu |
|
Chief Executive Officer, Chairman of the Board of |
|
August 26, 2022 |
Name: Haiping Hu |
|
Directors, and Director |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Chao Liu |
|
Chief Financial Officer |
|
August 26, 2022 |
Name: Chao Liu |
|
(Principal Accounting and Financial officer) |
|
|
|
|
|
|
|
/s/ Haiwei Zuo |
|
Director |
|
August 26, 2022 |
Name: Haiwei Zuo |
|
|
|
|
|
|
|
|
|
/s/ Ligang Lu |
|
Director |
|
August 26, 2022 |
Name: Ligang Lu |
|
|
|
|
|
|
|
|
|
/s/ Xiang Luo |
|
Director |
|
August 26, 2022 |
Name: Xiang Luo |
|
|
|
|
|
|
|
|
|
/s/ Jian Pei |
|
Director |
|
August 26, 2022 |
Name: Jian Pei |
|
|
|
|
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 of the Registrant, has signed this registration statement
thereto in New York, NY on August 26, 2022.
|
Cogency Global Inc.
Authorized U.S. Representative |
|
|
|
|
By: |
/s/ Colleen A. De Vries |
|
Name: |
Colleen A. De Vries |
|
Title: |
Senior Vice President |
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