SUBJECT TO COMPLETION, DATED
AUGUST 27, 2019
PROSPECTUS
10,671,638
Ordinary Shares
URBAN
TEA, INC.
This prospectus relates
to the registration of the resale by the selling shareholders of 10,671,638 ordinary shares, no par value, of Urban Tea, Inc. a
company incorporated under the laws of the British Virgin Islands (“Company”), by the selling shareholders set forth
herein that were issued by the Company prior to the effective date of the registration statement of which this prospectus is a
part. The resale of such shares by the selling shareholders pursuant to this prospectus is referred to as the “Offering.”
We
will not receive any of the proceeds from the sale of ordinary shares by the selling shareholders.
We
will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution.”
Our ordinary shares
are listed on the Nasdaq Capital Market under the symbol “MYT.” On August 26, 2019, the last reported sale price of
our ordinary shares on the Nasdaq Capital Market was $0.33 per share. As of August 26, 2019, the aggregate market value of our
issued and outstanding ordinary shares was $8,639,503.62 based on 26,180,314 issued and outstanding ordinary shares, of which
21,819,120 ordinary shares are held by non-affiliates, and a per share price of $0.33 which was the closing sale price of our
ordinary shares as quoted on the Nasdaq Capital Market on August 26, 2019. We have offered $4,608,900 of securities pursuant to
General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on and includes the date hereof.
INVESTING
IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 3, AS WELL AS THE RISKS DISCUSSED
UNDER THE CAPTION “RISK FACTORS” IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS. NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 27, 2019
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus or any supplement. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and any underwriter or agent is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may
have changed since that date.
PROSPECTUS
INFORMATION
This
prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission. Under that
registration statement, the selling shareholders may offer from time to time our ordinary shares in one or more offerings.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
only as of the date of the document and any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement
or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and
prospects may have changed since those dates.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the heading “Where You Can Find More Information.”
In
this prospectus, unless we indicate otherwise, “we,” “us,” “our,” “the Company,”
“MYT” and/or “Urban Tea” refer to Urban Tea Inc., as consolidated with its various subsidiaries.
BUSINESS
DESCRIPTION
URBAN
TEA, INC.
Urban
Tea, Inc., (formerly known as Delta Technology Holding Ltd) was incorporated in the British Virgin Islands as a company with limited
liability on November 28, 2011. We have become a retailer and distributor of specialty tea products in China since November 2018,
and have fully completed the disposition of our fine and specialty chemical manufacturing business (the “Chemical Business”)
in April 2019. Our goal is to be a leading brand of tea beverages in each city in which we currently and will operate, by selling
the finest quality tea beverages and related products, as well as complementary food offerings, and by providing each customer
with a pleasant and comfortable environment. Our current business solely consists of the specialty tea product distribution and
retail business.
Prior
to November 2018, Urban Tea, Inc. was solely a fine and specialty chemical manufacturer, primarily engaged in manufacturing and
selling of organic compound including para-chlorotoluene (“PCT”), ortho-chlorotoluene (“OCT”), PCT/OCT
downstream products, and other by-product chemicals and distributing fine and specialty chemicals to end application markets including
automotive, pharmaceutical, agrochemical, dye & pigments, aerospace, ceramics, coating-printing, clean energy and food additives
(the “Chemical Business”). Since November 2018, we started a specialty tea product distribution and retail business
through our newly formed subsidiary, Shanghai Ming Yun Tang Tea Limited (“Shanghai MYT”) which controls Hunan Ming
Yun Tang Brand Management Co., Ltd. (“Hunan MYT”) via a series of contractual agreements. Currently we market a wide
range of trendy tea drinks, light meals, and pastries targeting China’s new urban generation in the Hunan province. Our
products are focused on not only their taste but also their aesthetic presentation and health benefits. Our products are currently
being offered via our own stores. We expect to start selling our products in our managed and Joint Venture (“JV”)
stores in October 2019.
The
tea drinks we are currently offering are developed based on Anhua dark tea, which is famous in the Hunan province. These tea-based
beverages include fresh milk tea, fruit tea, milk cap tea, etc. The light meals offered include selections such as salads, sandwiches,
pasta, steak, burritos and other healthy options. The pastries we are offering include fresh baked bread, fresh baked cakes, frosting
cakes, etc. Our goal is to be a leading brand of tea beverages in each city in which we currently and will operate, by selling
the finest quality tea beverages and related products, as well as complementary food offerings, and by providing each customer
with a pleasant and comfortable environment. We have generated sales at company-owned stores and expect to receive fee and profit
sharing from the managed stores. We plan to launch the managed stores and JV stores in October 2019. Currently, we generate our
revenues from company-operated stores only.
Recent
Developments
On
February 9, 2019, we entered into that certain Share Purchase Agreement with HG Capital Group Limited pursuant to which HG Capital
agreed to purchase Elite Ride Limited (“Elite”) in exchange of cash purchase price of $1,750,000. Elite, via its 100%
owned subsidiary Delta Advanced Materials Limited, a Hong Kong corporation, which in turn, holds all the equity interests in all
the operating subsidiaries. On May 29, 2019, the shareholders of the Company approved and adopted the share purchase agreement
and disposition with HG Capital Group Limited. On April 13, 2019, the Company received the $1,750,000, the necessary registration
with HG Capital Group Limited, received the stock certificate representing all the issued and outstanding shares of Elite and
other closing conditions for the disposition were completed, including receipt of the fairness opinion. As such, the disposition
completed on such date. Our current business solely consists of the specialty tea product distribution and retail business.
On
May 24, 2019, the Company and certain institutional investors entered into a securities purchase agreement, pursuant to which
the Company agreed to sell to such investors an aggregate of 2,845,000 ordinary shares and warrants to purchase up to 1,809,420
Ordinary Shares in a registered direct offering, for gross proceeds of approximately $4.6 million. The warrants will be exercisable
immediately following the date of issuance for a period of five years at an initial exercise price of $1.86 per share. The purchase
price for each Ordinary Share and the corresponding warrant is $1.62. Concurrently with the execution of the purchase agreement,
certain officers and directors of the Company entered into lock-up agreements. On May 21, 2019, the Company and Long Yi entered
into an amended restated employment agreement to clarify and integrate into the text to make certain minor amendments to clarify
Long Yi’s duties to the Company as Chief Executive Officer.
Corporate
Information
Our
principal executive offices are located at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District,
Changsha City, China 410014. Our telephone number is +86 (511) 86733102. Our NASDAQ symbol is MYT, and we make our sec filings
available on the Investor Relations page of our website, www.h-n-myt.com. Information contained on our website is not part of
this prospectus. Our agent for service in the United States is VStock Transfer, LLC, the current transfer agent of the Company,
with a mailing address of 18 Lafayette Place Woodmere, NY 11598.
RISK
FACTORS
An
investment in our ordinary shares involves risk. Before you invest in ordinary shares issued by us, you should carefully consider
the risks involved. Accordingly, you should carefully consider:
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the
information contained in or incorporated by reference into this prospectus;
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the
risks described in page 8 to page 29 of our Annual Report on Form 20-F, filed on November 14, 2018, for our most recent fiscal
year, which are incorporated by reference into this prospectus;
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the
risks described in our Current Report on Form 6-K, filed on April 22, 2019; and
other
risks and other information that may be contained in, or incorporated by reference from, other filings we make with the SEC.
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The
risk factors related to our business contained in or incorporated by reference into this prospectus comprise the material risks
of which we are aware. If any of the events or developments described actually occurs, our business, financial condition or results
of operations would likely suffer.
Going
Concern Note
The
Company’s consolidated financial statements that are incorporated by reference have been prepared on a going concern basis,
which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company
incurred losses from operations of $83,440,221, $31,874,182 and $15,137,604 for the years ended June 30, 2018, 2017 and 2016,
respectively. As of June 30, 2018, the Company had cash of $1,018,708 and a working capital deficit of $1,374,997. These conditions
indicate the existence of substantial doubt over the Company’s ability to continue as a going concern. In order to alleviate
the substantial doubt, the Company intends to meet the cash requirements for the 12 months following its Annual Report filed on
November 14, 2018 through a combination of debt and equity financing such as by way of private placements.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained or incorporated by reference in this prospectus supplement, including the documents referred to or incorporated
by reference in this prospectus supplement or statements of our management referring to our summarizing the contents of this prospectus
supplement, include “forward-looking statements”. We have based these forward-looking statements on our current expectations
and projections about future events. Our actual results may differ materially or perhaps significantly from those discussed herein,
or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “estimate,” “plan,” “project”
and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events
or circumstances are forward-looking statements. Forward-looking statements included or incorporated by reference in this prospectus
supplement or our other filings with the Securities and Exchange Commission, or the SEC, include, but are not necessarily limited
to, those relating to:
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Our
ability to maintain and increase brand awareness in Hunan province and to increase tea consumption in
areas where we open stores;
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the
identification and availability of suitable sites for store locations, the availability of which is beyond our control;
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the
negotiation of acceptable lease terms;
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the
maintenance of adequate distribution capacity, information systems and other operational system capabilities;
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integrating
new company owned stores and managed and JV stores into our existing buying, distribution and other support operations;
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the
hiring, training and retention of store management and other qualified personnel;
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assimilating
new store employees into our corporate culture;
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the
effective sourcing and management of inventory to meet the needs of our stores on a timely basis; and
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improve
our operational efficiency;
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our
ability to raise sufficient fund to expand our operations;
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attract,
retain and motivate executives and talented employees;
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development
of a liquid trading market for our securities; and
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our
plan to maintain compliance with NASDAQ continue listing requirement
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The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein
or risk factors with which we are faced that may cause our actual results to differ from those anticipated in our forward-looking
statements. Please see “Risk Factors” in our reports filed with the SEC or in this prospectus supplement and the accompanying
prospectus for additional risks which could adversely impact our business and financial performance.
Moreover,
new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess
the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to
differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus supplement
and the accompanying prospectus are based on information available to us on the date of this prospectus supplement or the accompanying
prospectus, as applicable. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written
and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained above and throughout (or incorporated by reference in) this prospectus supplement and the
accompanying prospectus.
USE
OF PROCEEDS
This
prospectus relates to our ordinary shares that may be offered and sold from time to time by the selling shareholders. We will
receive no proceeds from the sale of our ordinary shares by the selling shareholders in this Offering. The proceeds from the sales
will belong to the selling shareholders.
CAPITALIZATION
The
following table sets forth our capitalization as of June 30, 2019. You should read this table in conjunction with our consolidated
financial statements and the related notes included in our annual report on Form 20-F for the year ended June 30, 2018, which
are incorporated by reference herein.
The
capitalization table does not include pro-forma adjustments for the number of shares which are being registered on the registration
statement of which this prospectus is a part and may be sold under the prospectus, because the full number of shares that may
be sold cannot be specifically determined as it will be based on the market price of an ordinary share from time to time when
puts are made by the Company.
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As of June 30,
2019
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(in thousands of USD$)
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Cash and Cash Equivalents
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5,144
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Total Current Liabilities
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570
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Shareholders’ equity:
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Preferred Shares ($0.0001 par value; 5,000,000 shares authorized; none issued and outstanding)
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-
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Ordinary Shares (no par value; 75,000,000 shares authorized; 12,660,314 shares issued and outstanding)
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3
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Class A Shares ($0.0001 par value; 25,000,000 shares authorized; none issued and outstanding)
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-
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Class B Shares ($0.0001 par value; 25,000,000 shares authorized; none issued and outstanding)
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-
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Class C Shares ($0.0001 par value; 25,000,000 shares authorized; none issued and outstanding)
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-
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Additional paid in capital
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13,382
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Accumulated deficit
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(2,630
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)
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Accumulated other comprehensive income/(loss)
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(62
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)
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Total Urban Tea, Inc. shareholders’ equity
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10,703
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Total equity
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10,703
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Total capitalization
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10,703
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SELLING
SHAREHOLDERS
This
prospectus relates to the resale from time to time by the selling shareholders named in the table below.
This
table is prepared based on information supplied to us by the selling shareholders, and reflects holdings as of August 26, 2019.
As used in this prospectus, the term “selling shareholders” includes the selling shareholders set forth below and
any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from
the selling shareholders as a gift, pledge, or other non-sale related transfer. The number of shares in the column “Maximum
Number of Ordinary Shares to be Offered” pursuant to this prospectus” represents all of the ordinary shares the selling
shareholders may offer under this prospectus. The selling shareholders may sell some, all or none of its shares offered by this
prospectus. We do not know how long the selling shareholders will hold the shares before selling them, and we currently have no
agreements, arrangements, or understandings with the selling shareholders regarding the sale of any of the ordinary shares.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes ordinary
shares with respect to which the selling shareholders has voting and investment power.
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Number of Ordinary shares Owned Prior to Offering
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Percentage of the Existing Equity Capital (2)
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Number of Ordinary Shares Owned after Offering
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Name of Selling Shareholders
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Number
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Percent
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Number (1)
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Percent (1)
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Min Chen1
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880,000
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3.361
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%
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-
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-
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Dan Xia2
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868,625
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3.318
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%
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-
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-
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Kai Qiong Wang3
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852,000
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3.254
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%
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-
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-
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Qiu Mei Zeng4
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850,000
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3.247
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%
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-
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-
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Can Chun Xiao5
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840,000
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3.209
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%
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-
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|
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-
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Yi Ruan6
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820,000
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3.132
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%
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-
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-
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Huang Liang7
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810,000
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3.094
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%
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-
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|
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-
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Xiao Li Li8
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800,000
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3.056
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%
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|
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-
|
|
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|
-
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Xia Sheng9
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730,000
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2.788
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%
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|
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-
|
|
|
|
-
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Wang Wei10
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501,000
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1.914
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%
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|
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-
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|
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|
-
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Huang Jiao11
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625,000
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2.387
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%
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|
|
-
|
|
|
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-
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Yu Mingluan12
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625,000
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2.387
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%
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|
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-
|
|
|
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-
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Long Yafeng13
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624,000
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2.383
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%
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-
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|
-
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Yang Jie14
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521,638
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1.992
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%
|
|
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-
|
|
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|
-
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Yifang Song15
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275,000
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1.05
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%
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-
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-
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1
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The
address of the selling shareholder is No. 112 Heishan Village, Oujiangcha Town, Heshan District, Yiyang City, China.
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2
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The
address of the selling shareholder is No. 5 Xinhun Village, Zhoukou Town, Hanshou County, China.
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3
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The
address of the selling shareholder is No. 54 Zijin Village, Yangjiaotang Town, Anhua County, China.
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|
4
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The
address of the selling shareholder is No. 411 Xiaochong Village, Xidu Town, Hengyang County, China.
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|
5
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The
address of the selling shareholder is No. 34 Wazi Village, Anle Town, Anhua County, China.
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|
6
|
The
address of the selling shareholder is No. 18 Wanjiada Village, Qianchuanjie Town, Huangpi County, China.
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|
7
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The
address of the selling shareholder is Room 118 Unit 2 Building 1, 111 Yuelu Street, Yuelu District, Changsha City, China.
|
|
8
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The
address of the selling shareholder is Room 1302 Building 10, 188 Canglong Garden, Kaifu District, Changsha City, China.
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|
9
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The
address of the selling shareholder is Room 702 No. 142, Jianguangli Street, Zhuhui District, Hengyang City, China.
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|
10
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The
address of the selling shareholder is Room 501 Building 38, Jiangjiatun, Kaifu District, Changsha City, Hunan Province, 410005,
China.
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|
11
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The
address of the selling shareholder is Group 8 of Gaoqiao Village, Gaoqiao Street, Yuhua District, Changsha City, Hunan Province,
410007, China.
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|
12
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The
address of the selling shareholder is Group 5, Qingfeng Neighborhood Committee, Chengguan Town, Yueyang County, Hunan Province,
414100, China.
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|
13
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The
address of the selling shareholder is Room 2807 Building 1, Fenghuang City Phase III, Fengdaoling Community, Xingsha Street, Changsha
County, Hunan Province, 410100, China.
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|
14
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The
address of the selling shareholder is 81A Hampshire Road Great Neck, NY 11023.
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|
15
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The address of the selling shareholder is Room 1719, North Building, Shandongxindun, No. 368 Section 2, East Second Ring Road, Furong District, Changsha, Hunan, China 410000.
|
Ting Luo16
|
|
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6,786
|
|
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|
0.026
|
%
|
|
|
-
|
|
|
|
-
|
|
Hong Tan17
|
|
|
6,542
|
|
|
|
0.025
|
%
|
|
|
-
|
|
|
|
-
|
|
Junan Hu18
|
|
|
6,442
|
|
|
|
0.025
|
%
|
|
|
-
|
|
|
|
-
|
|
Hai Bin Zhu19
|
|
|
3,815
|
|
|
|
0.015
|
%
|
|
|
-
|
|
|
|
-
|
|
Xian Jun Chen20
|
|
|
3,430
|
|
|
|
0.013
|
%
|
|
|
-
|
|
|
|
-
|
|
Xingxuan Yang21
|
|
|
2,875
|
|
|
|
0.011
|
%
|
|
|
-
|
|
|
|
-
|
|
Li Yan Zhu22
|
|
|
2,004
|
|
|
|
0.008
|
%
|
|
|
-
|
|
|
|
-
|
|
Xing Li Li23
|
|
|
2,000
|
|
|
|
0.008
|
%
|
|
|
-
|
|
|
|
-
|
|
Bo Wan24
|
|
|
1,600
|
|
|
|
.006
|
%
|
|
|
-
|
|
|
|
-
|
|
Jing Peng25
|
|
|
1,392
|
|
|
|
.005
|
%
|
|
|
-
|
|
|
|
-
|
|
Shang Zhang26
|
|
|
1,307
|
|
|
|
.005
|
%
|
|
|
-
|
|
|
|
-
|
|
Henghua Li27
|
|
|
1,250
|
|
|
|
.005
|
%
|
|
|
-
|
|
|
|
-
|
|
Zheng Cheng Xiao28
|
|
|
1,250
|
|
|
|
.005
|
%
|
|
|
-
|
|
|
|
-
|
|
Fang Qiong Zhan29
|
|
|
1,172
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Ming Zhou30
|
|
|
1,140
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Liang Zhan31
|
|
|
1,135
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Jin Pi32
|
|
|
1,125
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Zhou Shi Xie33
|
|
|
1,110
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Xing Peng34
|
|
|
1,000
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Tao Yu35
|
|
|
1,000
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Jun Li Yu36
|
|
|
1,000
|
|
|
|
.004
|
%
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
10,671,638
|
|
|
|
40.761
|
%
|
|
|
-
|
|
|
|
-
|
|
16
|
The address of the selling shareholder is 159 Shuangqiao Village, Zhentou Town, Liuyang City, China.
|
17
|
The address of the selling shareholder is No. 21 Zhennan Village, Yintian Town, Shaoshan City, China.
|
18
|
The address of the selling shareholder is Room 202 Building 1, Yixinyuan Garden, Furong District, Changsha City, China.
|
19
|
The address of the selling shareholder is No. 222 Group 11, Xiling Quantang Town, Xiangxiang City, Cina.
|
20
|
The address of the selling shareholder is No. 288 Zhazixi Village, Kuixi Town, Anhua County, China.
|
21
|
The address of the selling shareholder is Room 3306 Unit 2 Building 8, Hanyanbandao Garden, Kaifu District, Changsha City, China.
|
22
|
The address of the selling shareholder is No. 3131 Building 7, 919 Wanju Garden, Kaifu District, Changsha City, China.
|
23
|
The address of the selling shareholder is No. 740 Houcheng Group, Cainong Village, Xingning Town, Zixing City, China.
|
24
|
The address of the selling shareholder is No. 3 Dunbaocun Group, Zengdu District, Suizhou City, China.
|
25
|
The address of the selling shareholder is Wanja Zu, Liangting Shan Village, Yueyanglou District, Yueyang City, China.
|
26
|
The address of the selling shareholder is No. 5 Zhaogongtang Village, Beishan Town, Changsha City, China.
|
27
|
The address of the selling shareholder is Room 402 Building 9, 199 Wangguocheng Garden, Kaifu District Changsha City, China.
|
28
|
The address of the selling shareholder is Cunminzu Niwan Village, Majitang Town, Taojiang County, Hunan Province, China.
|
29
|
The address of the selling shareholder is No. 87 Zheliao Village, Meixian Town, Pingjiang County, China.
|
30
|
The address of the selling shareholder is No. 88 Zheliao Village, Meixian Town, Quyuan District, Miluo City, China.
|
31
|
The address of the selling shareholder is No. 83 Sanlian Village, Heshi Town, Pingjiang County, China.
|
32
|
The address of the selling shareholder is Room 201 Building 3, Wenyi Village, Wenyi District, Changsha City, China.
|
33
|
The address of the selling shareholder is Room 17 Unit 2 Building 29, No. 51 Furong Street, Xiang Tan City, China.
|
34
|
The address of the selling shareholder is Room 102 No. 103 Huatang Village, Guoci Street, JiLing City, China.
|
35
|
The address of the selling shareholder is Room 404 No. 107 Sanyan Bridge, Jingshi City, China.
|
36
|
The address of the selling shareholder is 1018, Building 2, YiJuYa Garden, YueLu District, Changsha City, China.
|
(1)
|
Assumes
the sale of all ordinary shares being offered pursuant to this prospectus.
|
|
|
(2)
|
Based on the 26,180,314 outstanding shares as of
the date of this prospectus.
|
PLAN
OF DISTRIBUTION
The
selling shareholders, including any of their donees, pledgees, assignees and successors-in-interest may, from time to time, sell
any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities
are traded or in private transactions. These sales may be at market prices prevailing at the time of sale, prices related to prevailing
market prices, fixed prices or negotiated prices. The selling shareholders may use any one or more of the following methods when
selling securities:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the ordinary shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
exchange
distributions in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
settlements
of short sales;
|
|
|
|
|
●
|
transactions
through broker-dealers that agree with the selling shareholders to sell a specified number of such ordinary shares at a stipulated
price per security;
|
|
|
|
|
●
|
writings
or settlements of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
|
|
●
|
combinations
of any such methods of sale; or
|
|
|
|
|
●
|
any
other methods permitted pursuant to applicable law.
|
The
selling shareholders may also sell ordinary under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of ordinary shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the ordinary shares or interests therein, the selling shareholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares in the course
of hedging the positions they assume. The selling shareholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or
other financial institution of ordinary shares offered by this prospectus, which ordinary shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling shareholders and any broker-dealers or agents that are involved in selling the ordinary shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the ordinary shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling shareholders have informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the ordinary shares.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the ordinary shares.
In
addition, any ordinary shares covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under this prospectus.
We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the ordinary shares may be resold by
the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule
144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the
Securities Act or any other rule of similar effect or (ii) the sale of all of the ordinary shares pursuant to this prospectus
or Rule 144 under the Securities Act or any other rule of similar effect. The resale ordinary shares will be sold only through
registered or licensed brokers or dealers if required under applicable state ordinary shares laws. In addition, in certain states,
the resale ordinary shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale ordinary shares may not simultaneously
engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of ordinary shares of the ordinary shares by the selling shareholders or any other person. We will make copies of this
prospectus available to the selling shareholders and have informed it of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF SHARE CAPITAL
The
following description of our share capital which solely consists of ordinary shares and preferred shares, together with any additional
information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material
terms and provisions of our ordinary shares and the preferred shares that we may offer under this prospectus. While the terms
we have summarized below will apply generally to any future ordinary shares or preferred shares that we may offer, we will describe
the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. For the
complete terms of our ordinary shares and preferred shares, please refer to our Memorandum and Articles of Association, that is
incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference
in this prospectus or any applicable prospectus supplement. The terms of these securities may also be affected by British Virgin
Islands law. The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus
are qualified in their entirety by reference to our Memorandum and Articles of Association, as in effect at the time of any offering
of securities under this prospectus. For information on how to obtain copies of our Memorandum and Articles of Association, see
“Where You Can Find More Information.”
Our authorized capital
stock consists of 155,000,000 shares divided into: (i) 25,000,000 Class A shares, par value 0.0001 per share; (ii) 25,000,000 Class
B shares, par value 0.0001 per share; (iii) 25,000,000 Class C shares, par value 0.0001 per share, (iv) 75,000,000 ordinary shares,
no par value; and (v) 5,000,000 preferred shares, par value $0.0001 per share. As of August 26, 2019, 26,180,314 ordinary shares
were outstanding. Each share, regardless if it is part of a class of ordinary shares, has the right to one vote at a meeting of
shareholders or on any resolution of shareholders, the right to an equal share in any dividend paid by us, and the right to an
equal share in the distribution of surplus assets. We may by a resolution of the Board of Directors redeem our shares for such
consideration as the Board of Directors determines.
EXPENSES
We are paying all of the
expenses of the registration of our ordinary shares under the Securities Act, including, to the extent applicable, registration
and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of our counsel.
We estimate these expenses to be approximately $38,000 which at the present time include the following categories of expenses:
SEC registration fee
|
|
$
|
407.42
|
|
|
|
|
|
|
Legal fees and expenses
|
|
$
|
37,500.00
|
|
|
|
|
|
|
Total
|
|
$
|
37,907.42
|
|
In
addition, we anticipate incurring additional expenses in the future in connection with the offering of our ordinary shares pursuant
to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
LEGAL
MATTERS
The
validity of the ordinary shares offered by this prospectus will be passed upon for us by Harney Westwood & Riegels LP Craigmuir
Chambers PO Box 71, Road Town Tortola VG1110, British Virgin Islands.
EXPERTS
The
consolidated financial statements as of June 2018 and 2017 and for the fiscal years ended June 30, 2018, 2017 and 2016 incorporated
by reference into this prospectus have been audited by Centurion ZD CPA Ltd., an independent registered public accounting firm,
to the extent and for the periods set forth in their report incorporated herein by reference, and are incorporated by reference
in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
Federal
securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file annual,
quarterly and current reports with the SEC. You may read and copy any document we file at the SEC’s public reference rooms,
including those located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on public reference rooms. Our SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov.
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the ordinary shares being
offering under this prospectus. This prospectus, which is a part of that registration statement, does not include all the information
contained in the registration statement and its exhibits. For further information with respect to our Company and the ordinary
shares, you should consult the registration statement and its exhibits. Statements contained in this prospectus concerning the
provisions of any documents are summaries of those documents, and we refer you to the document filed with the SEC for more information.
The registration statement and any of its amendments, including exhibits filed as a part of the registration statement or an amendment
to the registration statement are available for inspection and copying as described above.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” certain information we file with them in this prospectus. This means that
we can disclose important information to you by referring you to the other information we have filed with the SEC. The information
that we incorporate by reference is considered to be part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information. Further, all filings we make under the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference into this prospectus. The following documents filed by us with
the SEC and any future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior to the termination of this
offering are incorporated by reference:
|
●
|
The
Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2018, filed with the SEC on November 14, 2018;
|
|
|
|
|
●
|
The
Company’s Current Reports on Form 6-K, filed with the SEC on November
27 and December
31, 2018, January
7, January
23, February
13, February
19, February
25, March 6, March
11, March 29, April
1, April 15, April
22, May 13, May
15, May 28,
June 10, and
August 14, 2019;
|
|
|
|
|
●
|
The
description of the ordinary shares contained in our Registration Statement on Form F-1, filed on March 20, 2012 (SEC File
No. 333-180224), and any other amendment or report filed for the purpose of updating such description.
|
This
prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated
by reference in this prospectus. Reports we file with the SEC after the date of this prospectus may also contain information that
updates, modifies or is contrary to information in this prospectus or in documents incorporated by reference in this prospectus.
Investors should review these reports as they may disclose a change in our business, prospectus, financial condition or other
affairs after the date of this prospectus.
We
will also provide copies of our filings free of charge upon written or oral request. You can request a free copy of the above
filings or any filings subsequently incorporated by reference into this prospectus by writing or calling us at:
Urban
Tea, Inc.
|
Floor
25, No. 36 Middle Wanjiali Road
|
Xiyingmen
Commercial Plaza
|
Yuhua
District, Changsha City
People’s
Republic of China, 410014
(+86)
511-8673-3102
|
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands
company, such as:
|
●
|
Political
and economic stability:
|
|
|
|
|
●
|
An
effective judicial system;
|
|
|
|
|
●
|
A
favorable tax system;
|
|
|
|
|
●
|
The
absence of exchange control or currency restrictions; and
|
|
|
|
|
●
|
The
availability of professional and support services
|
However,
certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include:
|
●
|
the
British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly
less protection to investors; and
|
|
|
|
|
●
|
British
Virgin Islands companies may not have standing to sue before the federal courts of the United States.
|
Our
organizational documents do not contain provisions requiring that disputes, including those arising under the securities laws
of the United States, between us, our officers, directors and shareholders, be arbitrated.
Substantially
all of our current operations are conducted in China, and substantially all of our assets are located in China. The majority of
our directors and officers are nationals or residents of jurisdictions other than the United States. As a result, it may be difficult
for a shareholder to effect service of process within the United States upon such persons, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state in the United States.
We
have been informed by Harney Westwood & Riegels LP our counsel as to British Virgin Islands law, that the United States and
the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts
in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the
United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically
enforceable in the British Virgin Islands. We have also been advised by Harney Westwood & Riegels LP that a final and conclusive
judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being
a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect
of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the Supreme Court of the British
Virgin Islands under the common law doctrine of obligation. This type of action should be successful upon proof that the sum of
money is due and payable, without having to prove the facts supporting the underlying judgment, as long as:
|
●
|
the
foreign court issuing the judgment had jurisdiction in the matter and we either submitted to such jurisdiction or were resident
or carrying on business within such jurisdiction and were duly served with process; and
|
|
|
|
|
●
|
the
judgment was not contrary to public policy in the British Virgin Islands, was not obtained by fraud or in proceedings contrary
to the natural justice of the British Virgin Islands, and was not based on an in British Virgin Islands law.
|
A
British Virgin Islands court may impose civil liability on us or our directors or officers in a suit brought in the Supreme Court
of the British Virgin Islands against us or these persons with respect to a violation of U.S. federal securities laws, provided
that the facts surrounding any violation constitute or give rise to a cause of action under British Virgin Islands law.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES
ACT LIABILITIES
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 Securities Act of
1933 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
ordinary shares 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
URBAN
TEA, INC.
Up
to
10,671,638
Ordinary Shares
PROSPECTUS
August 27, 2019
WE
HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER OF THESE ORDINARY SHARES IN ANY STATE WHERE AN OFFER IS NOT
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE OF THIS PROSPECTUS AND YOU SHOULD NOT ASSUME THAT THIS
PROSPECTUS IS ACCURATE AS OF ANY OTHER DATE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors And Officers
British Virgin 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 British Virgin Islands courts to be contrary to public policy,
such as to provide indemnification against civil fraud or the consequences of committing a crime.
Under our Memorandum
and Articles of Association, we may indemnify and secure harmless our directors, secretary, other officers, auditors, liquidators
and agents against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such persons in connection with legal, administrative or investigative proceedings to which they are a party or are threatened
to be made a party by reason of their acting as our directors, secretary, officers, auditors, liquidators or agents. To be entitled
to indemnification, these persons must not have acted with actual fraud or willful default in any matter on the part of any said
persons, and, in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.
Item 9. Exhibits
No.
|
|
Description
|
3.1
|
|
Amended and Restated Memorandum of Association and Articles of Association of Urban Tea, Inc., dated February 6, 2019.
|
|
|
|
4.1
|
|
Form of Ordinary Shares Purchase Warrant, incorporated by reference to the Current Report on Form 6-K filed with the SEC on May 28, 2019
|
|
|
|
5.1
|
|
Opinion of Harney Westwood & Riegels LP
|
|
|
|
10.1
|
|
Letter Agreement between Urban Tea, Inc. and FT Global Capital, Inc. dated April 3, 2019 incorporated by reference to the Current Report on Form 6-K filed with the SEC on May 28, 2019.
|
|
|
|
10.2
|
|
Form of Securities Purchase Agreement among Urban Tea, Inc. and certain institutional investors, incorporated by reference to the Current Report on Form 6-K filed with the SEC on May 28, 2019.
|
|
|
|
10.3
|
|
Form of Lock-up Agreement among Urban Tea, Inc. and certain individuals, incorporated by reference to the Current Report on Form 6-K filed with the SEC on May 28, 2019
|
|
|
|
10.4
|
|
Share Purchase Agreement of the Disposition of Elite to HG Capital Group dated February 9, 2019, incorporated by reference to the Current Report on Form 6-K filed with the SEC on February 19, 2019.
|
|
|
|
10.5
|
|
Form of Securities Purchase Agreement dated September 18, 2018, incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
10.6
|
|
Exclusive Business Cooperation Agreement between Shanghai Ming Yun Tang Tea Limited and Hunan Mingyuntang Brand Management Co., Ltd. dated November 19, 2018, incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
10.7
|
|
Exclusive Option Agreement among Peng Fang, Shanghai MYT and Hunan MYT dated November 19, 2018, incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
10.8
|
|
Share Pledge Agreement among Peng Fang, Shanghai MYT and Hunan MYT dated November 19, 2018, incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
10.9
|
|
Timely Reporting Agreement between Shanghai MYT and Hunan MYT dated November 19, 2018 incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
10.10
|
|
Power of Attorney dated November 19, 2018 incorporated by reference to the Current Report on Form 6-K filed with the SEC on November 27, 2018.
|
|
|
|
21.1
|
|
List of Subsidiaries incorporated by reference to Exhibit 8.1 of the Annual Report on Form 20-F filed with the SEC on November 14, 2018.
|
|
|
|
23.1
|
|
Consent of Harney Westwood & Riegels LP (included in Exhibit 5.1)
|
|
|
|
23.2
|
|
Consent of Centurion ZD CPA Ltd
|
|
|
|
24.1
|
|
Power of Attorney (included as part of the signature page of this Registration Statement)*
|
Item 10. 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 ordinary shares offered (if the total
dollar value of ordinary shares offered would not exceed that which was registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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 SEC by the Registrant pursuant
to Section 13 or Section 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) that is part of the registration statement.
(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 ordinary shares offered therein, and the offering of such ordinary shares 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 ordinary shares being registered which remain unsold at the termination of the
offering.
(4) To file a post-effective
amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of
any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3)
of the Securities Act of 1933 need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports
filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(5) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the Registrant
is relying on Rule 430B:
(A) 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
(B) 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 ordinary
shares 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 ordinary shares 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;
or
(ii) If the Registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use
(6) 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
ordinary shares, the undersigned Registrant undertakes that in a primary offering of ordinary shares of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the ordinary shares to the purchaser,
if the ordinary shares 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 ordinary shares 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 ordinary shares 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) The undersigned Registrant hereby undertakes
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 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 ordinary shares offered therein,
and the offering of such ordinary shares 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 Securities Act of 1933 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 ordinary shares 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes:
(1) For purposes of
determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 will be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
will be deemed to be a new registration statement relating to the ordinary shares offered therein, and the offering of such ordinary
shares at that time will be deemed to be the initial bona fide offering thereof.
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 F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, the People’s Republic of China, on this 27th day of August, 2019.
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URBAN TEA, INC.
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By:
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/s/ Long Yi
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Long Yi,
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Long Yi and Kan Lu and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, 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 and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his
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
date indicated.
Signature
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Title
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Date
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/s/ Long Yi
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Chairman and Chief Executive Officer
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August 27, 2019
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Long Yi
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(Principal Executive Officer)
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/s/ Kan Lu
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Chief Financial Officer
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August 27, 2019
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Kan Lu
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(Principal Financial Officer)
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/s/ Linchai Zhang
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Director
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August 27, 2019
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Linchai Zhang
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/s/ Anatoly Danilitskiy
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Director
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August 27, 2019
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Anatoly Danilitskiy
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/s/ Lizhong Zhang
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Director
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August 27, 2019
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Lizhong Zhang
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/s/ Yeyun Tan
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Director
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August 27, 2019
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Yeyun Tan
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/s/ Jing Yi
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Director
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August 27, 2019
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Jing Yi
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/s/ Changguang Wu
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Director
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August 27, 2019
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Changguang Wu
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II-4
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