As filed with the Securities and Exchange Commission
on May 25, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TDH HOLDINGS, INC.
(Exact Name of Registrant as Specified in its
Charter)
British Virgin Islands
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Not Applicable
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province
People’s Republic of China
Tel: +86-532-8615-7918
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Puglisi & Associates.
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
With copies to:
Matthew B. Chmiel, Esq.
Haneberg Hurlbert PLC
1111 E. Main St., Suite 2010
Richmond, Virginia 232219
(804) 554-4803
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities
Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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 . ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount To Be
Registered(1)
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Proposed Maximum Offering
Price Per
Share(2)
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Proposed Maximum Aggregate Offering
Price(2)
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Amount of
Registration
Fee
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Common Shares, par value $0.001 per share
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9,100,000
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$
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1.89
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17,199,000
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$
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1,877
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(1)
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The shares of common shares will be offered for resale by the selling
stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration
Statement also covers any additional shares that may be offered or issued in connection with any stock split, stock dividend or similar
transaction.
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(2)
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Estimated solely for purposes of the registration fee for this offering in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low prices of the registrant’s common stock on the Nasdaq Capital Market on May 24, 2021.
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until
the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
The information in
this prospectus is not complete and may be changed. No person may sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
MAY 25, 2021
PROSPECTUS
TDH HOLDINGS, INC.
9,100,000 Common Shares
This prospectus relates to the resale, from time to time, by the selling
shareholders (the “Selling Shareholders”) identified in this prospectus under the caption “Selling Shareholders,”
of up to 9,100,000 of our common shares (the “Shares”), par value $0.001 per share. We issued the Shares to four accredited
investors on December 2, 2020 pursuant to a subscription agreement in exchange for consideration of $2.73 million. We are not selling
any common shares under this prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholders. The
registration of the resale of the Shares does not necessarily mean that any of the Shares will be offered or sold by the Selling Shareholders.
We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Shareholders will bear
all commissions and discounts, if any, attributable to the sale of the Shares. We will not receive proceeds from any sales of the Shares.
The Selling Shareholders may sell the Shares offered by this prospectus
from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described
in this prospectus under the caption “Plan of Distribution.” The Shares may be sold at fixed prices, at market prices prevailing
at the time of sale, at prices related to prevailing market price or at negotiated prices.
Our common shares are listed on the Nasdaq Capital Market under the
symbol “PETZ.” On May 24, 2021, the closing price of our common shares was $1.81 per share.
We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our ordinary shares
involves risks. See “Risk Factors” beginning on page 5.
Neither the Securities and Exchange Commission,
British Virgin Islands, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2021
Table of Contents
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different
or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates.
PROSPECTUS SUMMARY
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (“SEC”). You should read carefully both this prospectus and any
prospectus supplement together with additional information described below under the caption “Where You Can Find More Information,”
before making an investment decision. We have incorporated exhibits into this registration statement. You should read the exhibits carefully
for provisions that may be important to you.
Industry data and other statistical information
used in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference
into this prospectus are based on independent publications, reports by market research firms or other published independent sources. Some
data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above.
Although we believe these sources are reliable, we have not independently verified the information.
You should rely only on the information contained
or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different
or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates.
The Selling Shareholders may sell our common
shares to underwriters who will sell the securities to the public at a fixed offering price or at varying prices determined at the time
of sale. The applicable prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the
terms of offering and the compensation of those underwriters, dealers or agents. Any underwriters, dealers or agents participating in
the offering may be deemed “underwriters” within the meaning of the Securities Act.
The terms “we,” “us,” “Company”
“our company,” and “our” refers to TDH HOLDINGS, INC., a British Virginia Islands Company and its subsidiaries:
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TDH HK Limited, a Hong Kong
company wholly-owned by TDH HOLDINGS, INC.;
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TDH Foods Limited, a Hong Kong
company wholly-owned by TDH HOLDINGS, INC.;
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TDH Group BVBA, a Belgium company
wholly-owned by TDH HOLDINGS, INC., and is currently under bankruptcy proceeding as of the date of this filing;
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TDH JAPAN, a Japanese company
wholly-owned by TDH HOLDINGS, INC. and has been deregistered and dissolved as of the date of this filing
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Qingdao Tiandihui Foodstuffs
Co., Ltd., a Chinese limited liability company;
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Qingdao Tiandihui Pet Foodstuffs
Co., Ltd., a Chinese limited liability company;
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Qingdao Tiandihui Foodstuffs
Sales Co., Ltd., a Chinese limited liability company;
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TDH Petfood LLC, a Nevada limited
liability company; and
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Beijing Chongai Jiujiu Cultural
Communication Co., Ltd.
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“shares” “common
shares” and “Common Shares” refer to our common shares, $0.001 par value per share;
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“China” and “PRC”
refer to the People’s Republic of China, excluding, for the purposes of this annual report only, Macau, Taiwan and Hong Kong; and
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all references to “RMB,”
and “Renminbi” are to the legal currency of China, and all references to “USD,” and “U.S. Dollars”
are to the legal currency of the United States.
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For the sake of clarity, this annual report follows
the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English.
For example, the name of our chief executive officer will be presented as “Dandan Liu”, even though, in Chinese, her name
would be presented as “Liu Dandan”.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, any applicable prospectus supplement, any related
free writing prospectus and any document incorporated by reference into this prospectus contain, or will contain, forward-looking statements
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995,
or the PSLRA. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports
and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. Forward-looking
statements include all statements that are not statements of historical facts and may relate to, but are not limited to, expectations
or estimates of future operating results or financial performance, capital expenditures, regulatory compliance, plans for growth and future
operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements by terminology
such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “intend,” “potential,” “continue”
or the negative of these terms or other similar terminology. Although we do not make forward-looking statements unless we believe we have
a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially from those we anticipated
due to a number of uncertainties, many of which cannot be foreseen. Our actual results could differ materially from those anticipated
in these forward-looking statements for many reasons, including, but not limited to, the risks and uncertainties described in the section
entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and
in any document incorporated by reference into this prospectus.
We believe that it is important to communicate our future expectations
to potential investors. However, there may be events in the future that we are not able to accurately predict or control and that may
cause actual events or results to differ materially from the expectations expressed in or implied by our forward-looking statements. The
risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus
supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus provide examples of
risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our securities, you should be aware that the occurrence of these risks and uncertainties could negatively
impact, among other things, our business, cash flows, results of operations, financial condition and share price. Potential investors
should not place undue reliance on our forward-looking statements.
Forward-looking statements regarding our present plans or expectations
for sales, supply contracts, purchases, sources and availability of financing, and growth involve risks and uncertainties relative to
return expectations and related allocation of resources, and changing economic or competitive conditions, as well as the negotiation of
agreements with suppliers and customers, which could cause actual results to differ from present plans or expectations, and such differences
could be material. Similarly, forward-looking statements regarding our present expectations for operating results and cash flow involve
risks and uncertainties related to factors such as utilization rates, material prices, demand for products by our customers, supply and
other factors described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement,
any related free writing prospectus and in any document incorporated by reference into this prospectus, which would also cause actual
results to differ from present plans. Such differences could be material.
All future written and oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this section. Forward-looking statements speak only as of the date the statements are made. New risks and uncertainties arise from
time to time, and we cannot predict those events or how they may affect us. We assume no obligation to, and do not plan to, update any
forward-looking statements as a result of new information, future events or developments, except as required by U.S. federal securities
laws. You should read this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated
by reference into this prospectus with the understanding that we cannot guarantee future results, levels of activity, performance or achievements
and that actual results may differ materially from what we expect. The forward-looking statements contained in this prospectus, any applicable
prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus are excluded
from the safe harbor protection provided by the PSLRA.
OUR COMPANY
Business Overview
We started our company in 2002 in Qingdao, Shandong
Province, PRC with a single mission of becoming a premier producer of high-quality pet food for pet owners in China and worldwide. Historically,
our growth has been driven by two key factors: a significant increase in the number of pet owners and in the size of the pet food market
in China which translated into expansion opportunities for us, and a fundamental change in Chinese society towards pets, pet ownership
and care, such that the trends of pet humanization and consumer concerns for pet health and wellness have created a dynamically growing
industry for pet food and products. We price our products to be accessible to the average consumer, providing us with broad demographic
appeal and allowing us to penetrate multiple market segments.
Our Products
The pet food market consists of dog food and cat
food sales. Food sales are further categorized as dry food, wet food and treats:
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Dry food is the primary
food form for both dogs and cats, with the same formula typically purchased regularly. Veterinarians recommend dry food for healthy pets
as the main meal, which is better for pets’ teeth, has better economic value and is more convenient to handle and store
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Wet food has higher
penetration among cats as compared to dogs, as it helps to ensure that cats meet their required water intake. Most cat owners feed their
cats a combination of dry and wet foods as main meals, while most dog owners feed their dogs wet foods as a treat or topper to provide
variety
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Treats are typically
impulse purchases by pet owners made alongside staple, main meal dry and wet food purchases. Many treats have dental and training benefits
and also serve as nutritional supplements. Dog and cat treats have been growing rapidly over the last decade driven by the humanization
trend with pet owners indulging their pets more, including by purchasing treats as gifts.
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Product research and innovation is pivotal to our
growth strategy. Our experienced team of marketing and R&D professionals is in constant contact with our outside collaborators and
experts. The success of our approach is evidenced by our broad product portfolio today. Although our R&D expense decreased in 2020,
we strive to maintain a strong innovation pipeline that expands the breadth of our current product offerings.
We offer in excess of 200 products, including dry
meat treats, pet biscuits, canned food and other products (including non-food items like dog leashes and pet toys) under multiple brands
in various geographical markets. Currently, we offer 4 product lines including the following:
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Pet chews represent approximately
20% of our production and include various bones, rawhide and similar products,
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Dried pet snacks represent
approximately 66.6% of our production and include various fillets, strips and jerkies (chicken, duck, pork, lamb, etc.),
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Wet canned pet foods represent
approximately 8.6% of our production and include various fillets, strips and jerkies (chicken, duck, pork, lamb, etc.),
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Dental health snacks foods
account for approximately 4.8% of our production.
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We manufacture these products at our Pude facility
with 4 production lines: dried meat, chews, wet canned, and dentifrice products.
These food products vary from those consisting
of a single protein ingredient (e.g., duck jerky) to those consisting of a combination of protein and other ingredients (e.g., twisted
cod and chicken sandwich roll that includes chicken, cod and Vitamin E). Our proprietary recipes include fresh meat (beef, chicken, lamb,
and fish) and varying combinations of vitamin-rich vegetables, and anti-oxidant rich fruits. We believe our products appeal to diverse
consumer needs and resonate across a broad cross-section of pet owner demographics. Our products are available in multiple forms, including
slice and serve rolls, strips, tubs, etc.
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The Pude facility maintains
a production area of 30,565 sq. feet with a 20-year export processing history. We maintain ISO9001, hazard analysis critical Control
Points (HACCP), British Retail Consortium (BRC) and International Characteristic Standards (IFS) certification, as well as EU and Japanese
registered facilities. The daily production capacity for this facility is approximately 4.6 tons.
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The Jiaozhou facility has production
area of 30,062 square feet. Our daily production capacity at this facility is approximately 0.8 ton.
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THE OFFERING
Common shares offered by the Selling Shareholders:
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9,100,000
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Common shares outstanding prior to any resale of Shares:
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54,949,995
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Terms of this offering:
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The Selling Shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the Shares offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the Shares are traded or in private transactions. The Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
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Use of proceeds:
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All proceeds from the sale of the Shares offered hereby will be
for the account of the Selling Shareholders. We will not receive any proceeds from the sale of the Shares offered pursuant to this prospectus.
See the caption “Use of Proceeds” in this prospectus.
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Nasdaq Capital Market Symbol:
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PETZ
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Trading:
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Our common shares currently trade on the Nasdaq Capital Market.
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Risk factors:
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Investing in these securities involves a high degree of risk. As an
investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in
the “Risk Factors” section of this prospectus beginning on page 5 before deciding to invest in our common
shares.
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RISK FACTORS
An investment in our securities involves a high
degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors”
in the applicable prospectus supplement and in our then most recent Annual Report on Form 20-F, or included in any Annual Report on Form
20-F filed with the SEC after the date of this prospectus or Reports on Form 6-K furnished to the SEC after the date of this prospectus,
together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable
prospectus supplement, in light of your particular investment objectives and financial circumstances. Please see “Where You Can
Find More Information” on how you can view our SEC reports and other filings. Our business, financial condition or results of operations
could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks,
and you may lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include
additional risk factors that you should carefully consider.
The risks and uncertainties described in this prospectus,
any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus
are not the only ones that we face. Additional risks and uncertainties that we do not presently know about or that we currently believe
are not material may also adversely affect our business. If any of the risks and uncertainties described in this prospectus, any applicable
prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus actually occur,
our business, financial condition and results of operations could be materially and adversely affected. The value of our securities could
decline and you may lose some or all of your investment if one or more of these risks and uncertainties develop into actual events. Keep
these risk factors in mind when you read forward-looking statements contained in this prospectus, any applicable prospectus supplement,
any related free writing prospectus and any document incorporated by reference into this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale
of any Shares by the Selling Shareholders.
The Selling Shareholders will receive all of the
net proceeds from the sale of any Shares under this prospectus. The Selling Shareholders will pay any underwriting discounts and commissions
and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, legal services or any other expenses incurred by the
Selling Shareholders in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration
of the Shares covered by this prospectus.
SELLING SHAREHOLDERS
This prospectus covers the public resale of the
Shares owned by the Selling Shareholders listed in the table below. The Selling Shareholders may from time to time offer and sell pursuant
to this prospectus any or all of the Shares owned by them. The Selling Shareholders, however, make no representation that the Shares will
be offered for sale. The table below presents information regarding the Selling Shareholders and the Shares that they may offer and sell
from time to time under this prospectus.
The following table sets forth:
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the number of Shares beneficially
owned by the selling stockholders and their affiliates prior to the sale of the Shares covered by this prospectus;
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the number of Shares that may
be offered by the selling stockholders pursuant to this prospectus;
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the number of Shares to be
beneficially owned by the selling stockholders and their affiliates following the sale of any Shares covered by this prospectus; and
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the percentage of our issued
and outstanding common stock to be beneficially owned by the selling stockholders and their affiliates following the sale of all Shares
covered by this prospectus.
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All information with respect to common share ownership of the Selling
Shareholders has been furnished by or on behalf of the Selling Shareholders and is as of May 24, 2021. The percentage ownership data is
based on 54,949,995 shares of common shares issued and outstanding as of May 24, 2021. We believe, based on information supplied by the
Selling Shareholders, that except as may otherwise be indicated in the table below, the Selling Shareholders and their affiliates listed
in any footnote to the table below have sole voting and dispositive power with respect to the common stock reported as beneficially owned
by them. Because the Selling Shareholders may sell some or all of the Shares included in this prospectus, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the number
of Shares available for resale hereby that will be held by the Selling Shareholders in the future. In addition, the Selling Shareholders
may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time,
the common stock they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they
provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the Selling
Shareholders will sell all of the Shares owned beneficially by them and their affiliates listed in any footnote to the table below that
are covered by this prospectus.
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Shares Owned
Immediately
Prior
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Shares Being
Offered
for Resale
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Number of
Shares
Beneficially
Owned After
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Percentage of
Outstanding
Common Shares
Beneficially Owned
Immediately
Following the
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to the
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Under this
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Sale of
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Sale of
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Name
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Offering
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Prospectus
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Shares (1)
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Shares (2)
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Zuhua Zou
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4,700,000
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3,100,000
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1,600,000
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2.9
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%
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Yang Gao
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1,900,000
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1,900,000
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0
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0
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Easthill Capital Management, LLC(3)
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5,400,000
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900,000
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4,500,00
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8.2
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Zou Ventures, LLC(4)
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5,400,000
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3,200,000
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2,200,00
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4
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Total
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17,800,000
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9,100,000
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8,300,000
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15.1
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(1)
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Assumes the Selling Stockholders sell all of the common shares
being offered by this prospectus.
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(2)
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Percentage calculated based upon the assumption that the Selling
Shareholders sell all of the common shares being offered by this prospectus.
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(3)
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Phillip Zou, the managing member of Easthill Capital Management,
LLC, maintains sole voting and investment control over the shares held by Easthill Capital Management, LLC.
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(4)
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Yi Zou, the managing member of Zou Ventures, LLC, maintains sole
voting and investment control over the shares held by Zou Ventures, LLC.
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DESCRIPTION
OF SECURITIES
Common
Shares
General
All
of our issued common shares are fully paid and non-assessable. Certificates representing the common shares are issued in registered form.
Our shareholders who are non-residents of the British Virgin Islands may freely hold and vote their common shares.
Listing
Our
common shares are listed on The NASDAQ Capital Market under the symbol “PETZ.”
Transfer
Agent and Registrar
The
transfer agent and registrar for the common shares is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
Distributions
The
holders of our common shares are entitled to such dividends as may be declared by our board of directors subject to the BVI Act.
General
meetings of shareholders
Any
director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British
Virgin Islands as the director considers necessary or desirable.
Upon
the written request of Shareholders entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the
meeting is requested the directors shall convene a meeting of Shareholders.
The
director convening a meeting shall give not less than 7 days’ notice of a meeting of Shareholders to: (a) those Shareholders whose
names on the date the notice is given appear as Shareholders in the register of members and are entitled to vote at the meeting; and
(b) the other directors.
Quorum
of a meeting of shareholders
A
meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less
than one-third (1/3) of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum
may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such
person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.
Voting
rights
Any
action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to
vote on such action or may be effected by a resolution in writing. At each meeting of shareholders, each shareholder who is present in
person or by proxy (or, in the case of a shareholder other than an individual, by its duly authorized representative) will have one vote
for each common share that such shareholder holds.
Variation
of rights
If
at any time the Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company
is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 50 percent of
the issued Shares in that class.
Rights
not varied by the issue of shares pari passu
The
rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of
the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
Liquidation
If
we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay all amounts paid to
us on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among
those shareholders in proportion to the amount paid up immediately prior to the winding up on the shares held by them, respectively.
If we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the
amounts paid to us on account of the issue of shares, those assets shall be distributed so that, to the greatest extent possible, the
losses shall be borne by the shareholders in proportion to the amounts paid up immediately prior to the winding up on the shares held
by them, respectively. If we are wound up, the liquidator appointed by us may, in accordance with the BVI Act, divide among our shareholders
in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such
purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried
out as between the shareholders or different classes of shareholders.
Calls
on common shares and forfeiture of common shares
Our
board of directors may, on the terms established at the time of the issuance of such shares or as otherwise agreed, make calls upon shareholders
for any amounts unpaid on their common shares in a notice served to such shareholders at least 14 days prior to the specified time of
payment. The common shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption
of common shares
Subject
to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the
holders, on such terms and in such manner as may be determined by our memorandum and articles of association and subject to any applicable
requirements imposed from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which
our securities are listed.
Indemnification
of directors and executive officers and limitation of liability
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 provision providing indemnification 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 indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid
in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:
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is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was our director; or
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●
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is
or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate
or a partnership, join venture, trust or other enterprise.
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These
indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal
proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
This
standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
PLAN OF DISTRIBUTION
We are registering the Shares, to permit the resale of the Shares by
the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by
the Selling Shareholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.
The Selling Shareholders may sell all or a portion
of the Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.
If the Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts
or commissions or agent’s commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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short sales made after the date the Registration Statement is declared effective by the SEC;
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broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The Selling Shareholders may also sell Shares
under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the Selling Shareholders
may transfer the Shares by other means not described in this prospectus. If the Selling Shareholders effect such transactions by selling
the Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in
the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Shares for whom
they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters,
broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Shares
or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales
of the Shares in the course of hedging in positions they assume. The Selling Shareholders may also sell the Shares short and deliver the
Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The
Selling Shareholders may also loan or pledge the Shares to broker-dealers that in turn may sell such Shares.
The Selling Shareholders may pledge or grant a security interest in
some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The Selling Shareholder also may transfer and donate the
Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
To the extent required by the Securities Act and the rules and
regulations thereunder, the Selling Shareholders and any broker-dealer participating in the distribution of the Shares may be deemed to
be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed
to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular
offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of
Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.
Under the securities laws of some states, the Shares may be sold in
such states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless such
Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is
complied with.
There can be no assurance that the Selling Shareholders will sell any
or all of the Shares registered pursuant to the registration statement, of which this prospectus forms a part.
The Selling Shareholders and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without
limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any
of the Shares by the Selling Shareholders and any other participating person. To the extent applicable, Regulation M may also restrict
the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the Shares.
All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities
with respect to the Shares.
We will pay all expenses of the registration of the Shares, estimated
to be $47,877 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with
state securities or “blue sky” laws; provided, however, the Selling Shareholders will pay all underwriting discounts and selling
commissions, if any. We will indemnify the Selling Shareholders against liabilities, including some liabilities under the Securities Act
or the Selling Shareholders will be entitled to contribution. We may be indemnified by the Selling Shareholders against civil liabilities,
including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Shareholders
specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.
Once sold under the registration statement, of which this prospectus
forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.
EXPENSES RELATING TO THIS OFFERING
The estimated expenses payable by us in connection
with the offering described in this registration statement (other than the underwriting discounts and commissions) will be as follows.
With the exception of the filing fees for the U.S. Securities Exchange Commission, all amounts are estimates.
U.S. Securities and Exchange Commission registration fee
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$
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1,877
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Legal Fees and Expenses
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$
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32,500
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*
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Accounting fees and expenses
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$
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12,000
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*
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Miscellaneous
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$
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1,500
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*
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Total
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$
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47,877
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*
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities registered and certain legal matters as to British Virgin Islands law in connection with this
offering will be passed upon for us by Ogier, British Virgin Islands counsel to our Company. Additional legal matters may be passed on
for us, or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of our Company
appearing in our annual report on Form 20-F for the years ended December 31, 2020 and 2019 have been audited by MaloneBailey, LLP, an
independent registered public accounting firm, as set forth in the reports thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED
STATES FEDERAL
SECURITIES LAWS AND OTHER MATTERS
We are incorporated under the laws of the British
Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being
a British Virgin Islands business 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, the British
Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to
a lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.
Substantially all of our assets are located outside
the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United
States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult
for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us,
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 thereof.
Our agent for service of process in the United States
is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711.
Guo Rui Law Firm, our counsel as to Chinese law,
has advised us that there is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts
obtained against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any
state thereof, or (2) be competent to hear original actions brought in each respective jurisdiction, against us or such persons predicated
upon the securities laws of the United States or any state thereof.
Guo Rui Law Firm has advised us that the recognition
and enforcement of foreign judgments are provided for under the Chinese Civil Procedure Law. Chinese courts may recognize and enforce
foreign judgments in accordance with the requirements of the Chinese Civil Procedure Law based either on treaties between China and the
country where the judgment is made or in reciprocity between jurisdictions. China does not have any treaties or other agreements with
the British Virgin Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments. Notwithstanding
the absence of a bilateral agreement with the United States, a provincial intermediate court in China has recognized and enforced a US
court judgment. As a result of the absence of treaties and recent changes in court rulings, it is uncertain whether a Chinese court would
enforce a judgment rendered by a court in either of these two countries.
We have been advised by Ogier, our counsel as to
British Virgin Islands law, that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in U.S.
federal or state courts, the courts of the British Virgin Islands will recognize such a foreign judgment and treat it as a cause of action
in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary if fresh proceedings are
brought in the British Virgin Islands to enforce that judgment, provided however that such judgment: (i) is not in respect of penalties,
fines, taxes or similar fiscal or revenue obligations of the Company; (ii) is final and for a liquidated sum; (iii) was not obtained in
a fraudulent manner; (iv) is not of a kind the enforcement of which is contrary to the public policy in the British Virgin Islands; (v)
is not contrary to the principles of natural justice; and (vi) provided that the U.S. federal or state courts had jurisdiction in the
matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was
duly served with process. Non-money judgments from a foreign court are not directly enforceable in the British Virgin Islands. However,
it is possible for a non-money judgment from a foreign court to be indirectly enforced by means of a claimant bringing an identical action
in the courts of the British Virgin Islands in respect of which a non-money judgment has been made by a foreign court. In appropriate
circumstances, the courts of the British Virgin Islands may give effect to issues and causes of action determined by the foreign court,
such that those matters need not be retried.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, current
reports, proxy statements and other information with the SEC. This prospectus does not contain all of the information set forth in the
registration statement or the exhibits that are a part of the registration statement. You may read and copy the registration statement
and any document we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC
are also available to the public through the SEC’s Internet site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with them. The information we incorporate by reference into this prospectus is an important
part of this prospectus. Any statement in a document we have filed with the SEC prior to the date of this prospectus and which is incorporated
by reference into this prospectus will be considered to be modified or superseded to the extent a statement contained in this prospectus
or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement.
The modified or superseded statement will not be considered to be a part of this prospectus, except as modified or superseded.
We incorporate by reference into this prospectus
the information contained in the following documents that we have filed with the SEC pursuant to the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which is considered to be a part of this prospectus:
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Annual Report on Form 20-F
for the fiscal year ended December 31, 2020, filed on April 26, 2021;
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The description of our Common
Shares contained in our Form 8A-12B, filed on September 14, 2017.
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In addition, we may incorporate by reference into
this prospectus our reports on Form 6-K filed after the date of this prospectus (and before the time that all of the securities offered
by this prospectus have been sold or de-registered) if we identify in the report that it is being incorporated by reference in this prospectus.
Certain statements in and portions of this prospectus
update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future
document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above
listed documents.
We also incorporate by reference all additional
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are filed (i) after the filing
date of the registration statement of which this prospectus is a part and prior to effectiveness of that registration statement or (ii)
after the effective date of the registration statement of which this prospectus is a part and prior to the termination of the offering
of securities offered pursuant to this prospectus. We are not, however, incorporating, in each case, any documents or information that
we are deemed to “furnish” and not file in accordance with SEC rules.
You may obtain a copy of these filings by accessing
them pursuant to the directions described above in the section titled “Where You Can Find More Information.” You may also
obtain a copy of these filings, without charge, by writing or calling us at:
TDH HOLDINGS, INC.
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province
People’s Republic of China
Attention: Investor Relations
Tel: +86-532-8615-7918
TDH HOLDINGS, INC.
9,100,000 Common Sharees
PROSPECTUS
, 2021
We have not authorized any dealer, salesperson or other person to
give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must
not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates,
nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in
this prospectus is accurate on any date subsequent to the date set forth on its front cover or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered
or securities are sold on a later 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 memorandum and 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 our directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines
and amounts paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings
to which they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled
to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the company and, in the
case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful. Such limitation of liability
does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability
of directors under United States federal securities laws.
We may indemnify any of our directors or anyone
serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. We may only
indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of criminal proceedings,
the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our board of directors as to whether
the director acted honestly and in good faith with a view to our best interests and as to whether the director had no reasonable cause
to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question
of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not,
by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the
director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful in
defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and
against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the
proceedings.
We may purchase and maintain insurance in relation
to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or
officers in that capacity, whether or not we have or would have had the power to indemnify the directors or officers against the liability
as provided in our amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits.
A list of exhibits filed with this registration
statement on Form F-3 is set forth on the Exhibit Index and is incorporated herein by reference.
Item 10. Undertakings.
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a)
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(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement.
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(iii)
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To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
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provided, however, that the undertakings set forth in paragraphs (1)(i),
(1)(ii) and (1)(iii) above 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 Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration
statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
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(2)
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That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(3)
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To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the
registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus
was deemed part of and included in this registration statement; and
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(ii)
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Each prospectus required to
be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration
statement as of the earlier of the date such prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date;
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(5)
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That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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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 section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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The undersigned registrant hereby
undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription
offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms
differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms
of such offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Qingdao,
People’s Republic of China, on May 25, 2021.
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TDH HOLDINGS, INC.
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By:
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/s/ Dandan Liu
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Name:
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Dandan Liu
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Title:
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Chief Executive Officer
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(Principal Executive Officer)
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Dated:
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May 25, 2021
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below does hereby constitute and appoint Dandan Liu as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/ Dandan Liu
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Chief Executive Officer and Director
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May 25, 2021
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Dandan Liu
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(Principal Executive Officer)
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/s/ Feng Zhang
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Chief Financial Officer
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May 25, 2021
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Feng Zhang
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(Principal Accounting and Financial Officer)
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/s/ Caifen Zou
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Director
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May 25, 2021
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Caifen Zou
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/s/ Qiu Li
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Director
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May 25, 2021
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Qiu Li
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/s/ Owens Meng
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Director
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May 25, 2021
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Owens Meng
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SIGNATURE OF AUTHORIZED PERSON IN THE UNITED
STATES OF AMERICA
Pursuant to the Securities Act of 1933 as amended, the undersigned,
the duly authorized representative in the United States of America, has signed this registration statement thereto in Newark, DE on May
25, 2021.
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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Puglisi & Associates
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EXHIBIT INDEX
(1)
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Filed as an exhibit to the Registrant’s Registration Statement on Form F-3, File No. 333-256042, filed on May 12, 2021.
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II-5
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