NANPING, China, Oct. 10,
2022 /PRNewswire/ -- Happiness Development Group
Limited ("HAPP" or the "Company"), (NASDAQ: HAPP) an emerging and
diversified company engaging in the business of production and sale
of nutraceutical and dietary supplements, providing e-commerce
sales and marketing solutions, and the sales of automobile today
announced that an 1 for 20 reverse split of its ordinary shares,
par value $0.0005 each, was approved
by the Company's shareholders on October 7,
2022 and became effective on October
10, 2022. In connection with the reverse share split, the
Company's shareholders will receive one new ordinary share of the
Company for every twenty shares they hold. The Company's ordinary
shares is expected to begin trading on a split-adjusted basis when
the market opens on October 11,
2022,
The reverse share split is expected to lead the Company's Class
A ordinary shares to trade at approximately twenty times the price
per share at which it trades prior to the effectiveness of the
reverse share split. The Company, however, cannot assure that the
price of its Class A ordinary shares after the reverse split will
reflect the 1 for 20 reverse split ratio, that the price per share
following the effective time of the reverse split will be
maintained for any period of time, or that the price will remain
above the pre-split trading price.
The Company has filed the Amended and Restated Articles and
Memorandum of Association in connection with the reverse share
split. As of October 7, 2022, there
were approximately 66,854,583 of the Company's Class A ordinary
shares outstanding and 12,245,000 Class B ordinary shares
outstanding. Effecting the 1 for 20 reverse split will reduce the
outstanding Class A ordinary shares to approximately 3,342,740 and
the outstanding Class B ordinary shares to approximately 612,255.
The shareholders of the Company also approved the increase of the
authorized shares of the Company at the same time of the reverse
split, as a result, the Company is authorized to issue 350,000,000
Class A Ordinary Shares of $0.01 par
value each, 100,000,000 Class B Ordinary Shares with a par value of
$0.01 each, and 50,000,000 Preferred
Shares with a par value of $0.01.
Treatment of Stock Options and Restricted
Shares
The number of ordinary shares into which the Company's
outstanding stock options and restricted shares as well as the
options' relevant exercise price per share will be proportionally
adjusted to reflect the reverse split.
Fractional Shares
Any fractional shares that would have resulted because of the
Reverse Split will be rounded up to the nearest whole share.
New Ordinary Share Certificates
Certificates reflecting the new share number will be issued in
due course as old share certificates are tendered for exchange or
transfer to the Company's transfer agent, Vstock Transfer, LLC.
Registered shareholders holding pre-split shares of the Company's
ordinary shares electronically in book-entry form are not required
to take any action to receive post-split shares. Shareholders
who hold their shares through a securities broker or nominee (i.e.,
in "street name") will be contacted by their brokers or nominees
with any instructions. For more information, shareholders and
securities brokers should contact Vstock Transfer, LLC at (212)
828-8436.
About Happiness Development Group Limited
Headquartered in Nanping, China, Happiness Development Group Limited
currently has three business lines: nutraceutical and dietary
supplements, e-commerce and automobile sales. The nutrition and
dietary supplements business is focusing on the research,
development, manufacture and marketing of various products made
from Chinese herbal extracts and other ingredients. Our e-commerce
business focuses on offering e-commerce solutions, including
advertising and information technology services to small and
medium-sized enterprises in China.
We also run our online stores which carries our products of dietary
supplements and other selected products sourced from the small and
medium-sized enterprises in China.
Our mission for the e-commerce business is to enable small and
medium-sized enterprises to fully leverage the power of e-commerce
to grow rapidly. Our automobile sales adopts B2B business model and
is committed to optimizing the automobile supply chain by offering
standardized vehicle sources on our automobile online sales
platform and providing secure transaction environment, automobile
procurement and financial services for automobile manufacturers.
For more information, please visit: www.happ.org.cn
Forward-Looking Statements
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may, "will, "intend," "should," "believe," "expect," "anticipate,"
"project," "estimate" or similar expressions that do not relate
solely to historical matters, it is making forward-looking
statements. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that may cause the
actual results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the following: the occurrence of any event, change or other
circumstances that could give rise to the terms of the Agreement
not hereafter being memorialized in a definitive agreement; the
outcome of any legal proceedings that have been, or will be,
instituted against the Company or other parties to the Agreement
following announcement of the Agreement and transactions
contemplated therein; the inability to complete the transactions
contemplated by the Agreement due to unsatisfied closing
conditions; risks that the proposed transaction disrupts current
plans and operations as a result of the announcement of the
Agreement and consummation of the transaction described therein;
costs related to the proposed transactions contemplated by the
Agreement; changes in applicable laws or regulations; and other
risks and uncertainties described herein, as well as those risks
and uncertainties contained in reports filed by the Company with
the Securities and Exchange Commission. For these reasons,
among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
U.S. Securities and Exchange Commission, which are available for
review at www.sec.gov. The Company undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date
hereof.
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SOURCE Happiness Development Group Limited