As
filed with the Securities and Exchange Commission on November 19, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SHINECO,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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52-2175898
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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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Room3310,
North Tower, Zhengda Center
No.
20, Jinhe East Road, Chaoyang District, BeijingPeople’s Republic of China 100020
(+86)
10-59246103
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vcorp
Services, LLC
1013
Centre Road, Suite 403-B
Wilmington,
DE 19805
New
Castle County
845-425-0077
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a Copy to:
Elizabeth
Chen, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
212-326-0199
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, other than securities offered only in connection with dividend or interest reinvestment plants, 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 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.D. 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.D. 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ Large
accelerated filer
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☒ Non-accelerated
filer
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☐ Accelerated
filer
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☒
Smaller reporting company
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☒ Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Amount
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maximum
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aggregate
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Amount of
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Title of each class of
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to be
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offering price
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offering
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registration
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Securities to be registered(1)
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registered(1)
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per unit(2)
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price(2)
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fee(3)
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Common stock, par value $0.001 per share
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Preferred stock, par value $0.001 per share
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Warrants
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Rights
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Debt Securities
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Units
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Total
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$
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100,000,000
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$
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100,000,000
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$
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9,270.00
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(1)
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There
are being registered under this Registration Statement such indeterminate number of shares of common stock and preferred stock, such
indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock
and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate number
of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not to
exceed $100,000,000. If the Registrant issues any debt securities at an original issue discount, then the offering price of such
debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed
$100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The Registrant may sell any securities
it is registering under this Registration Statement separately or as units with the other securities it is registering under this
Registration Statement. The Registrant will determine, from time to time, the proposed maximum offering price per unit in connection
with its issuance of the securities it is registering under this Registration Statement. The securities it is registering under this
Registration Statement also include such indeterminate number of shares of common stock and preferred stock and such indeterminate
principal amount of debt securities as the Registrant may issue upon conversion of or exchange for preferred stock or debt securities
that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any of
such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the shares
the Registrant is registering under this Registration Statement include such indeterminate number of shares of common stock and preferred
stock as may be issuable with respect to the shares the Registrant is registering as a result of stock splits, stock dividends or
similar transactions.
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(2)
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The
Registrant will determine the proposed maximum aggregate offering price per class of security from time to time in connection with
its issuance of the securities the Registrant is registering under this Registration Statement and the Registrant is not specifying
such price as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act, based on the Proposed Maximum Aggregate Offering Price.
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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 of 1933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
relating to these securities that has been filed with the Securities and Exchange Commission is effective. This 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 November 19, 2021
PROSPECTUS
$100,000,000
Shineco,
Inc.
Common
Stock
Preferred
Stock
Warrants
Rights
Debt
Securities
Units
We
may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common
stock, preferred stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price of up to $100,000,000.
This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and sell
securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering.
Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus
and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus
before you purchase any of the securities offered hereby.
This
prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “SISI.” On October 29, 2021, the closing price of our
common stock was $10.32 per share. As of the date of this prospectus, none of the other securities that we may offer by this prospectus
is listed on any national securities exchange or automated quotation system.
As
of October 29, 2021, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $93.1 million,
based on 9,021,510 shares of outstanding common stock as of October 29, 2021, of which 7,141,154 shares are held by non-affiliates, and
a per share price of $10.32 based on the closing sale price of our common stock on October 29, 2021. We have sold securities with an
aggregate market value of $23,742,568 pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including
the date of this prospectus.
The
securities offered by this prospectus involve a high degree of risk. We are a holding company incorporated in Delaware. As a holding
company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established
in the People’s Republic of China (the “PRC”), primarily our variable interest entities (the “VIEs”). We
do not have any equity ownership of our VIEs. Instead, we control and receive the economic benefits of our VIEs’ business operations
through certain contractual arrangements. Our common stock offered in this prospectus is stock of our Delaware holding company that maintains
service agreements with the associated operating companies. The Chinese regulatory authorities could disallow our structure, which could
result in a material change in our operations and the value of our securities could decline or become worthless. For a description of
our corporate structure and VIE contractual arrangements, see “Corporate Structure” on Page 7. See also “Risk Factors
– Risks Related to our Corporate Structure. For a description of the risks involved in investing in our securities, see “Risk
Factors” beginning on page 7, in addition to risk factors contained in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission 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.
We
may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved
in the sale of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among
them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell
the securities through agents, underwriters, or dealers only with the delivery of a prospectus supplement describing the method and terms
of the offering of such securities. See “Plan of Distribution.”
This
prospectus is dated , 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 anyone to provide you with information different from that contained or incorporated by reference into this prospectus. If
any person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you
should not rely on it. No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained
in this prospectus. You should assume that the information contained in this prospectus or any prospectus supplement is accurate only
as of the date on the front of the document and that any information contained in any document 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 or any prospectus
supplement or any sale of a security. These documents are not an offer to sell or a solicitation of an offer to buy these securities
by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person is not qualified to do so
or to any person to whom it is unlawful to make such offer or solicitation.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the “SEC,” using
a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described
in this prospectus in one of more offerings up to a total dollar amount of proceeds of $100,000,000. This prospectus describes the general
manner in which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement may also add, update, or change information
contained in this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific
information about the terms of the securities being offered may also include a discussion of certain U.S. federal income tax consequences
and any risk factors or other special considerations applicable to those securities. To the extent that any statement that we make in
a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus,
you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement
together with the additional information described under “Where You Can Find Additional Information” before buying any securities
in this offering.
Unless
the context otherwise requires, references to “we,” “our,” “us,” “Shineco,” or the “Company”
in this prospectus mean Shineco, Inc., a Delaware corporation, on a consolidated basis with its wholly-owned subsidiaries and variable
interest entities, as applicable. “VIEs” refers to our variable interest entities.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities
Exchange Act of 1934, as amended, or the “Exchange Act.” These statements are based on our management’s beliefs and
assumptions and on information currently available to our management. Such forward-looking statements include those that express plans,
anticipation, intent, contingency, goals, targets, or future development and/or otherwise are not statements of historical fact.
All
statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical
facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” or similar expressions
or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking
statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these beliefs, estimates, and opinions or other circumstances should change, except
as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements.
THE
COMPANY
Overview
We
are a Delaware holding company that uses our subsidiaries’ and variable interest entities’ (“VIEs”) vertically
and horizontally integrated production, distribution, and sales channels to provide health and well-being focused plant-based products.
Our products are only sold domestically in China. We utilize modern engineering technologies and biotechnologies to produce, among other
products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. Our health and well-being focused plant-based
products business is divided into two major segments:
Zhisheng
Group
The
Company’s VIEs, which form the Zhisheng Group and include Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade and Qingdao Zhihesheng,
engage in the business of organic agricultural products, principally yew trees, as well as providing logistics services for all of the
agricultural products we produce. Since 2013, this segment is focusing its efforts on the growing and cultivation of yew trees (taxus
media), small evergreen trees that can be used for the production of anti-cancer medication as well as ornamental bonsai trees, which
are known to have the effect of purifying indoor air quality. We currently cultivate and sell yew trees but do not currently process
yew into Chinese or Western medicines. The entities composing the Zhisheng Group are currently focusing on researching, developing and
cultivating organic produce, yew ecological products and other native plants. The operations of this segment are focused in the East
region of Mainland China, principally Shandong Province, and in Beijing where we have newly developed over 100 acres of modern greenhouses
for cultivating yew and other plants. This segment accounted for approximately 96% of our revenue for the year ended June 30, 2021.
Tenet-Jove
Through
Tenet-Jove and Tianjin Tenet Huatai, the Company develops and distributes specialized textiles and health supplements derived from a
native Chinese plant Apocynum venetum, grown in the Xinjiang region of China and known in Chinese as “Luobuma” or
“bluish dogbane” and referred to herein as Luobuma. This plant has traditionally been used in China both internally and externally
for centuries to treat high blood pressure, depression, dizziness, pain, insomnia, and other common ailments. The stems of Luobuma serve
as raw material for fiber used in textile production, and the leaves serve as raw material for pharmaceutical drugs.
The
companies of this segment, Tenet-Jove and Tianjin Tenet Huatai, specialize in Luobuma sourcing and developing Luobuma byproducts. With
rich experience and broad channels in the Chinese domestic market, we believe that we are one of the leaders in Luobuma textile sales
in China. This segment’s operations are focused in the north region of Mainland China, mostly carried out in Xinjiang and Tianjin.
Our Luobuma products are specialized textile and health supplement products designed to incorporate traditional Eastern medicines with
modern scientific methods. These products are predicated on centuries-old traditions of Eastern herbal remedies derived from the Luobuma
raw material.
In
addition to developing textile products, we expect to use our high-pressure steam degumming process to extract other Luobuma byproducts
we intend to commercialize and distribute: flavonoids, xylooligosaccharides (XOS), edible pectin, fiberboard, and organic fertilizer.
The traditional method of degumming Luobuma only produces Luobuma fiber, whereas our high-pressure steam degumming process produces these
five additional Luobuma byproducts. Flavonoids are organic compounds widely distributed in plants, and flavonoid-rich Luobuma extract
can be used in the manufacture of many pharmaceuticals. Xylooligosaccharides, or XOS, is a sugar that can be used as a food additive
that provides various health benefits like lowering glucose levels. Pectin is a thickener and stabilizer used in food, beverages and
cosmetics, as well as a gelling agent for jellies. Fiberboard is a type of engineered wood alternative that is made out of Luobuma fibers;
it is used widely for furniture manufacturing and packaging. This segment accounted for approximately 4% of our revenue for the year
ended June 30, 2021.
Ankang
Longevity Group
The
companies of this former segment, Ankang Longevity Group, operate 66 cooperative retail pharmacies throughout Ankang, a city in southern
Shaanxi province, China, through which we sell directly to individual customers traditional Chinese medicinal products produced by us
as well as by third parties. Ankang Longevity Group also owns a factory specializing in decoction, which is the process by which solid
materials are heated or boiled in order to extract liquids, and distributes decoction products to wholesalers and pharmaceutical companies
around China.
On
August 16, 2021, Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021.
Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity
to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of
100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination
Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation
report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests
in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders
entered into a series of variable interest entity agreements with Tenet-Jove. The assets and liabilities of the entities of Ankang Longevity
Group have been reclassified as “assets of discontinued operations” and “liabilities of discontinued operations”
within current and non-current assets and liabilities, respectively, on the consolidated balance sheets as of June 30, 2021 and 2020.
The results of operations of Ankang Longevity have been reclassified to “net income (loss) from discontinued operations”
in the consolidated statements of loss and comprehensive loss for the years ended June 30, 2021 and 2020.
Our
products are only sold domestically in China. From Chinese herbal medicines, organic agricultural produce, to specialized textiles, we
believe that China remains among the world’s most attractive markets. China’s domestic pharmaceutical and healthcare products
market is fast-growing but, in our opinion, underdeveloped. We believe China’s healthcare sector has the capacity to develop even
further. Driving this growth is China’s aging population, increased incidence of chronic diseases, and a material increase in investment
from both domestic and foreign corporations. The growth also reflects the Chinese government’s focus on healthcare as both a social
priority (as witnessed in its late 2000s healthcare reforms) and a strategic priority (as evidenced in the 12th five-year
plan’s stated focus on growing the biomedical industry in the future).
There
are a number of uncertainties regarding the status of the rights of the Delaware holding company with respect to its contractual arrangements
with the VIEs, its founders and owners, including whether the PRC legal system could limit our ability to enforce these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits.
Our
principal executive offices are located at Room 3310, North Tower, Zhengda Center, No. 20, Jinhe East Road, Chaoyang District, Beijing,
People’s Republic of China. Our telephone number is: (+86) 10-59246103.
Corporate
Structure
The
chart below depicts the corporate structure of the Company as of the date of this prospectus.
COVID-19
Impact
The
COVID-19 pandemic has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines,
and travel bans, intended to control the spread of the virus. In accordance with the epidemic control measures imposed by the local governments
related to the COVID-19 pandemic, our offices and retail stores remained closed or had limited business operations after the Chinese
New Year holiday until early April 2020. In addition, the COVID-19 pandemic had caused severe disruptions in transportation, limited
access to our facilities and limited support from workforce employed in our operations, and as a result, we experienced delays or the
inability to delivery our products to customers on a timely basis. Further, some of our customers or suppliers experienced financial
distress, delayed or defaults on payment, sharp diminishing of business, or suffer disruptions in their business due to the outbreak.
Any decreased collectability of accounts receivable, delayed raw materials supply, bankruptcy of small and medium businesses, or early
termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. Wider-spread
COVID-19 in China and globally could prolong the deterioration in economic conditions and could cause decreases in or delays in spending
and reduce and/or negatively impact our short-term ability to grow our revenue.
Although
we have used all reasonable efforts to adopt measures to overcome the adverse impact of the COVID-19 pandemic and resumed our normal
business activities in early May 2020, the outbreak had a negative impact on our operating results during the year ended June 30, 2021.
See our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and current
reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus. As of the
date of this prospectus, the COVID-19 pandemic in China appears to be under control. While we expect this matter to continue to negatively
impact our business, results of operations, and financial position, the related financial impact and the duration of such impact cannot
be reasonably estimated at this time.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the
risk factors set forth below, the information under the caption “Risk Factors” in any applicable prospectus supplement, any
related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk Factors”
in our subsequent filings under the Exchange Act.
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities. Additional
risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition
and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where
You Can Find More Information.”
Additionally,
we are subject to certain legal and operational risks associated with our VIEs’ operations in China. PRC laws and regulations governing
our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our
VIE’s operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer or
continue to offer our securities to investors. Recently, the PRC government initiated a series of regulatory actions and statements to
regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market,
enhancing supervision over china-based companies listed overseas using variable interest entity structure, adopting new measures to extend
the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions
are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new
laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact
such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list
on an U.S. or other foreign exchange. The Chinese regulatory authorities could disallow our structure, which could result in a material
change in our operations and the value of our securities could decline or become worthless.
Summary
of Risk Factors
Our
business is subject to numerous risks and uncertainties, which you should carefully consider when investing in our common stock. Some
of the principal risks and uncertainties include the following:
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Our
herb farming business is subject to the volatility of prices for raw TCM herbs.
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Unforeseen
and severe weather can reduce cultivation activities and lead to a decrease in anticipated harvest.
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We
may not be able to secure financing needed for future operating needs on acceptable terms or at all.
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Expansion
of our business may put added pressure on our management and operational infrastructure.
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There
can be no assurance that we can sustain or increase profitability.
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Our
growth strategy includes the pursuit of acquisitions and new product development.
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We
may fail to maintain our relationships with our existing customers or fail to obtain new customers.
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We
rely on a limited number of suppliers and the loss of any of our suppliers, or delays or problems in the supply of materials used
in our products.
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We
have substantial existing indebtedness.
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Our
future success depends in part on our ability to make strategic acquisitions and investments.
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We
may fail to increase our current manufacturing capacity.
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We
may lose one or more members of our management team or other key employees.
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We
face intense competition. Our competitors may develop or commercialize products before or more successfully than us.
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We
may not keep pace with rapid technological change.
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The
ongoing anti-corruption campaign initiated by the Chinese government targeting state-owned hospitals could adversely affect our sales
designated for hospitals.
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We
depend upon the VIE Agreements in conducting our business in the PRC.
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We
may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely
affect our operating results and financial condition.
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We
rely on the VIE Agreements with the VIEs for our revenue.
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Contractual
arrangements entered into by our subsidiary and our PRC operating affiliate may be subject to scrutiny by the PRC tax authorities.
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The
PRC government may deem that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant
industries or other laws or regulations of the PRC, or these regulations or the interpretation of existing regulations may change
in the future.
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Any
of our VIEs could become the subject of a bankruptcy or liquidation proceeding.
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Substantial
uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations.
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There
is a potential for adverse regulatory developments in China.
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There
could be a slowdown or other adverse developments in the PRC economy.
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There
could be a worsening of relations between the United States and China.
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There
is a possibility of future inflation in China.
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There
could be fluctuation of the Renminbi and restrictions on currency exchange.
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Our
subsidiaries and affiliated entities in China are subject to restrictions on making dividends and other payments to us.
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The
PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors
and you may experience difficulties in protecting your rights through the United States courts.
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Certain
PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process.
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PRC
regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans
or additional capital contributions to our PRC subsidiary and affiliated entities.
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The
Chinese government controls the convertibility of Renminbi and restrictions on the transfer of cash into and out of China.
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The
beneficial owners of our shares who are PRC residents could fail to comply with certain PRC foreign exchange regulations, which could
restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability
under PRC law.
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You
may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct substantially
all of our operations in China and most of our officers and directors reside in China..
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There
could be increases in labor costs in the PRC.
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Our
auditor, like other independent registered public accounting firms operating in China (including Hong Kong), is not permitted to
be subject to inspection by the Public Company Accounting Oversight Board, and consequently, investors may not be able inspect such
audit documentation.
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Compliance
with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information
Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any
other future laws and regulations.
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Our
common stock may in the future be considered a “penny stock,” and thereby be subject to additional sale and trading regulations
that may make it more difficult to sell.
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FINRA
sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price
of shares of our common stock.
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Potential
future sales under Rule 144 may depress the market price for our common stock.
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We
are not likely to pay cash dividends in the foreseeable future.
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Risks
Related To Our Business
Our
herb farming business is subject to the volatility of prices for raw TCM herbs.
We
currently planted gingko trees in our leased farm land. However, in the future, we may continue to cultivate and sell certain herbs in
bulk to third-party vendors, based on local market prices primarily determined by TCM manufacturers and trading companies. Such market
prices have increased significantly in recent years in response to changes in the supply of and demand for raw herbs, market uncertainty
and a variety of additional factors that are beyond our control, including inflation, changes in weather, disease outbreaks, domestic
government regulation, market speculation and overall economic conditions. There can be no assurance that market prices, which historically
have fluctuated widely, will continue to increase or remain stable, and any future declines in prices may negatively impact the viability
of our herb farming business.
Unforeseen
and severe weather can reduce cultivation activities and lead to a decrease in anticipated harvest.
Seasonal
climate change and weather variations such as levels of rainfall and temperature may, among other things, affect the quality, overall
supply and availability of raw herbs. Sustained adverse weather conditions in Xinjiang Province and Shandong Province in general where
our herbs are planted, such as rain, extreme cold or snow, could disrupt or curtail cultivation activities. This in turn could reduce
our anticipated harvest yields, delay the timing of our anticipated harvest and distribution, and negatively affect the quality of our
harvest. In addition, natural disasters such as fires, earthquakes, snowstorms, floods or droughts, or natural conditions such as crop
disease, pests or soil erosion, may also negatively impact our cultivation and harvest.
In
addition, the actual climatic conditions of the areas where we cultivate our plants may not conform to historical patterns and may be
affected by variations in weather patterns, including any potential impact of climate change. The effects of climate change may produce
more unpredictable weather events that may adversely affect our ability to cultivate and harvest successfully. The occurrence of any
of these may materially harm our herb farming business.
We
may not be able to secure financing needed for future operating needs on acceptable terms, or on any terms at all.
From
time to time, we may seek additional financing to provide the capital required to maintain or expand our production facilities, research
and development initiatives and equipment and/or working capital, as well as to repay outstanding loans if cash flow from operations
is insufficient to do so. We cannot predict with certainty the timing or amount of any such capital requirements. If such financing is
not available on satisfactory terms, we may be unable to expand our business or to develop new business at the rate desired, and our
operating results may suffer. If we are able to incur debt, we may be subject to certain restrictions imposed by the terms of the debt
and the repayment of such debt may limit our cash flow and our ability to grow. If we are unable to incur debt, we may be forced to issue
additional equity, which could have a dilutive effect on our current stockholders.
Expansion
of our business may put added pressure on our management and operational infrastructure impeding our ability to meet any increased demand
for our products and services and possibly hurting our operating results.
Our
business plan is to significantly grow our operations to meet anticipated growth in demand for our products and services. Our planned
growth includes the increase of our line of products and expansion of sales in our existing markets as well as new markets over the next
few years. Growth in our business may place a significant strain on our personnel, management, financial systems and other resources.
The evolution of our business also presents numerous risks and challenges, including:
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the
continued acceptance of our products and services by the pharmaceutical markets;
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our
ability to successfully and rapidly expand sales to potential customers in response to potentially increasing demand;
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the
costs associated with such growth, which are difficult to quantify, but could be significant;
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rapid
technological change; and
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the
highly competitive nature of the pharmaceutical industries.
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If
we are successful in obtaining rapid market growth of our products, we will be required to deliver large volumes of quality products
and services to customers on a timely basis at a reasonable cost to those customers. Meeting any such increased demands will require
us to expand our manufacturing facilities, to increase our ability to purchase raw materials, to increase the size of our work force,
to expand our quality control capabilities and to increase the scale upon which we provide our products and services. Such demands would
require more capital and working capital than we currently have available and we may be unable to meet the needs of our customers, which
could adversely affect our relationship with our customers and reduce our revenues.
There
can be no assurance that we can sustain or increase profitability.
There
can be no assurance that we can attain or increase profitability. Unanticipated problems, expenses, and delays are frequently encountered
in developing and marketing products. These include, but are not limited to, competition, the need to develop customers and market expertise,
market conditions, sales, marketing, increases in the cost of raw materials and governmental regulation. Our failure to meet any of these
conditions would have a materially adverse effect upon us and may force us to reduce or curtail our operations. We may not achieve our
business growth objectives and the failure to achieve such goals would have an adverse impact on our business and results of operations.
In addition, we expect to incur additional general and administrative expenses as a public company in the United States which could also
have a negative impact on our future profitability.
Our
growth strategy includes the pursuit of acquisitions and new product development which could have a material adverse effect on our business,
financial condition, results of operations and growth prospects.
Our
business strategy includes growth through strategic acquisitions of one or more complimentary businesses and the development of new products
and technologies. Growth through acquisitions and/or new product development will involve significant expenditures of capital and other
resources and involve significant risks. Developing new pharmaceutical products will result in research and development costs that may
achieve no tangible results and will adversely affect our future profitability. In addition, any acquisition or combination that we consummate
will likely involve, among other things, the payment of cash, the incurrence of contingent liabilities and the amortization of expenses
related to goodwill and other intangible assets, and transaction costs, which may adversely affect our business, financial condition,
results of operations and growth prospects. Our ability to integrate and organize any new businesses and/or products, whether internally
developed or obtained by acquisition or combination, will likely require significant expansion of our operations. There is no assurance
that we will have or be able to obtain the necessary resources to satisfactorily effect such expansion, and the failure to do so could
have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, future
acquisitions or combinations by the company involve risks of, among other things, entering markets or segments in which we have no or
limited prior experience, the potential loss of key employees or difficulty, delay or failure in the integration of the operations of
any such new business with our current business and operating and financial difficulties of any new or newly combined operations, any
of which could have a materially adverse effect on our business, financial condition, results of operations and growth prospects. Moreover,
there can be no assurance that the anticipated benefits of any internally developed new business segment or business combination will
be realized.
The
failure to maintain our relationships with our existing customers or the failure to obtain new customers could negatively affect our
revenues and decrease our earnings or have an adverse impact on our business.
We
maintain purchase orders for the sales of our products to our customers. Although we have entered into agreements to supply our customers,
we cannot assure that such agreements will be renewed when the terms of such agreements expire or that our relationships with our customers
will be maintained on satisfactory terms or at all. The failure to maintain our relationships with our customers or the failure to obtain
new customers could negatively affect our revenues and decrease our earnings or have an adverse impact on our business.
We
rely on a limited number of suppliers and the loss of any of our suppliers, or delays or problems in the supply of materials used in
our products, could materially and adversely affect our business, financial condition, results of operations and growth prospects.
We
generally rely on a limited number of suppliers for most of the primary materials used in our products. Our suppliers may not be able
to supply the necessary materials without interruption and we may not have adequate remedies for such failure, which could result in
a shortage of our products. If one of our suppliers fails or refuses to supply us for any reason, it could take time and expense to obtain
a new supplier. In addition, our failure to maintain existing relationships with our suppliers or to establish new relationships in the
future could negatively affect our ability to obtain the materials used in our products in a timely manner. The search for new suppliers
could potentially delay the manufacture of our products, resulting in shortages in the marketplace and may cause us to incur additional
expense. Failure to comply with applicable legal requirements subjects our suppliers to possible legal or regulatory action, including
shutdown, which may adversely affect their ability to supply us with the materials we need for our products. Any delay in supplying,
or failure to supply, materials for our products by any of our suppliers could result in our inability to meet the commercial demand
for our products, and could adversely affect our business, financial condition, results of operations and growth prospects.
Our
existing indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic
or business downturns.
We
are subject to a number of risks associated with our indebtedness, including:
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we
must dedicate a portion of our cash flows from operations to pay debt service costs and, as a result, we have less funds available
for operations and other purposes;
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it
may be more difficult and expensive to obtain additional funds through financings, if available at all;
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we
are more vulnerable to economic downturns and fluctuations in interest rates, less able to withstand competitive pressures and less
flexible in reacting to changes in our industry and general economic conditions; and
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if
we default under any of our existing credit facilities or if our creditors demand payment of a portion or all of our indebtedness,
we may not have sufficient funds to make such payments.
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Our
future success depends in part on our ability to make strategic acquisitions and investments. Our failure to consummate or handle the
risks associated with these acquisitions and investments could have a material adverse effect on our market penetration and revenues
growth.
As
part of our plan to expand our manufacturing capacity and product offerings, we intend to make strategic acquisitions in the highly-fragmented
traditional Chinese medicine sector. Strategic acquisitions could subject us to uncertainties and risks, including:
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high
acquisition and financing costs;
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potential
ongoing financial obligations and unforeseen or hidden liabilities;
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failure
to achieve the intended objectives, benefits or revenue-enhancing opportunities;
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cost
of and difficulties in integrating acquired businesses and managing a larger business; and
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diversion
of our resources and management attention.
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The
failure to increase our current manufacturing capacity could materially and adversely affect our business, financial condition, results
of operations and growth prospects.
We
currently manufacture our products at traditional manufacturing facilities to accommodate our production lines. Manufacturing products
in only one region in Shandong presents risks because a disaster, such as a fire or hurricane, may interrupt our manufacturing capability.
In such an event, we will have to resort to alternative sources of manufacturing that could increase our costs as well as result in significant
delays. Any increase in costs, slowdowns or shutdowns could have a material adverse effect on our business, financial condition, results
of operations and growth prospects.
Due
to the impact of COVID-19, our current utilization of the manufacturing facilities has not reached full capacity which may restrict our
ability to attract large customers who require certainty in the production process. We intend to expand our manufacturing operations
by adding production lines, but there is no assurance that we will have the financial resources required for this planned expansion or
that any such expansion will be successful or completed in a timely fashion or within budget. We may encounter difficulties and significant
unexpected costs and delays in scaling up our manufacturing operations. The failure to scale-up manufacturing operations in a timely
and cost-effective way may adversely affect our income. In the event the demand for our products rapidly increases or spikes in a certain
period, we may not have the manufacturing ability to fulfill demand, either in our own facilities or through agreements with third parties.
This lack of manufacturing capacity could have a material adverse effect on our business, financial condition, results of operations
and growth prospects.
The
loss of one or more members of our management team or other key employees could affect our ability to successfully grow our business.
Our
success and future growth depends to a significant degree on the skills and continued services of our management team and other key employees.
We do not currently have an employment agreement with any of our executive officers, nor do we currently maintain key person life insurance.
If one or more members of our management or other key employees were to resign or no longer be able to serve as our employees, it could
impair our revenue growth, business and future prospects. In addition, our ability to execute our business plan is dependent on our ability
to attract and retain additional highly skilled personnel.
If
we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting
obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and
sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for
shares of our Common Stock.
Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal
control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer
and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.
As
a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are required
to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of
2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting is a continuous
effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend
significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
We
cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting.
We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will
maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to maintain
appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result
in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors
to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.
Risks
Relating to Our Corporate Structure
Our
corporate structure, in particular, our Variable Interest Entities (or VIEs), and their Agreements (or VIE Agreements), are subject to
significant risks, as set forth in the following risk factors.
We
depend upon the VIE Agreements in conducting our business in the PRC, which may not be as effective as direct ownership.
We
rely on contractual arrangements with our consolidated VIEs and their shareholders, to operate our business. Our affiliations with the
VIEs are managed through the VIE Agreements, which agreements may not be as effective in providing us with control over the VIEs as direct
ownership. These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated
VIEs. If our consolidated VIEs or their shareholders fail to perform their respective obligations under these contractual arrangements,
our recourse to the assets held by our consolidated VIEs is indirect and we may have to incur substantial costs and expend significant
resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly
in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute
resolution proceedings, assets under the name of any of record holder of equity interest in our consolidated VIEs, including such equity
interest, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to
the contractual arrangement or ownership by the record holder of the equity interest.
All
of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC.
Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC
legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the U.S. As a result, uncertainties
in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce
these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual
arrangements, it would be very difficult to exert effective control over our consolidated VIEs, and our ability to conduct our business
and our financial condition and results of operations may be materially and adversely affected.
We
may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely
affect our operating results and financial condition.
All
of our business, other than that conducted through Tenet-Jove and Tenet Huatai, is conducted through the VIEs, which are considered VIEs
for accounting purposes, and we are considered the primary beneficiary, thus enabling us to consolidate our financial results in our
consolidated financial statements. In the event that in the future a company we hold as a VIE no longer meets the definition of a VIE
under applicable accounting rules, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line
that entity’s financial results in our consolidated financial statements for reporting purposes. Also, if in the future an affiliate
company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s financial results
in our consolidated financial statements for accounting purposes. If such entity’s financial results were negative, this would
have a corresponding negative impact on our operating results for reporting purposes.
Because
we rely on a series of agreement with the VIEs to form our control over our VIEs (the “VIE Agreements”), the termination
of these agreements would severely and detrimentally affect our continuing business viability under our current corporate structure.
We
are a holding company and a substantial majority of our business operations are conducted through the VIE Agreements. As a result, our
revenues mainly rely on dividend payments from the VIEs after it receives payments from the VIEs pursuant to the VIE Agreements. The
VIEs may terminate the VIE Agreements for any or no reason at all. Because neither we, nor our subsidiaries, own equity interests of
the VIEs, the termination of the VIE Agreements would sever our ability to continue receiving payments from the VIEs under our current
holding company structure. While we are currently not aware of any event or reason that may cause the VIE Agreements to terminate, we
cannot assure you that such an event or reason will not occur in the future. In the event that any or all of the VIE Agreements are terminated,
this would have a severe and detrimental effect on our continuing business viability under our current corporate structure, which, in
turn, may affect the value of your investment.
Contractual
arrangements entered into by our subsidiary and our PRC operating affiliate may be subject to scrutiny by the PRC tax authorities. Such
scrutiny may lead to additional tax liability and fines, which would hinder our ability to achieve or maintain profitability.
Under
PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any
of the transactions entered into by our subsidiary and our PRC operating affiliate are found not to have been conducted on an arm’s-length
basis or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow tax savings,
adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties.
If
the PRC government deems that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant
industries or other laws or regulations of the PRC, or if these regulations or the interpretation of existing regulations change in the
future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, which may therefore materially
reduce the value of our securities.
We
are a holding company incorporated in Delaware. As a holding company with no material operations of our own, we conduct a substantial
majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily
our variable interest entities (the “VIEs”). Due to PRC legal restrictions on foreign ownership in any internet-related businesses
we may explore and operate, we do not have any equity ownership of our VIEs, instead we control and receive the economic benefits of
our VIEs’ business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital
Markets are shares of our Delaware holding company that maintains service agreements with the associated operating companies. The Chinese
regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities
could decline or become worthless. For a description of our corporate structure and contractual arrangements, see “Corporate Structure”
on page 7 above and the section titled “Contractual Arrangements with Ankang Longevity Group or Zhisheng Group and their
Owners” in our Annual Report on Form 10-K for the year ended June 30, 2021, which is incorporated by reference herein.
We
believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. We also
believe that each of the contracts among our wholly-owned PRC subsidiary, our consolidated VIEs and its shareholders is valid, binding
and enforceable in accordance with its terms. However, there are substantial uncertainties regarding the interpretation and application
of current and future PRC laws and regulations. Thus, the PRC governmental authorities may take a view contrary to the opinion of our
PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structure will be adopted
or if adopted, what they would provide. PRC laws and regulations governing the validity of these contractual arrangements are uncertain
and the relevant government authorities have broad discretion in interpreting these laws and regulations.
If
these regulations change or are interpreted differently in the future and our corporate structure and contractual arrangements are deemed
by the relevant regulators that have competent authority, to be illegal, either in whole or in part, we may lose control of our consolidated
VIEs, which conducts our manufacturing operations, holds significant assets and accounts for significant revenue, and have to modify
such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption
to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future
PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:
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revoking
our business and operating licenses;
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confiscating
any of our income that they deem to be obtained through illegal operations;
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shutting
down our services;
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discontinuing
or restricting our operations in China;
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imposing
conditions or requirements with which we may not be able to comply;
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requiring
us and our PRC entities to restructure the relevant ownership structure and contractual arrangements; and
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restricting
or prohibiting our use of proceeds from overseas offerings to finance our consolidated VIEs’ business and operations; and
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taking
other regulatory or enforcement actions that could be harmful to our business.
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Furthermore,
new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure
and contractual arrangements. Occurrence of any of these events could materially and adversely affect our business, financial condition
and results of operations and the market price of our common stock. In addition, if the imposition of any of these penalties or requirement
to restructure our corporate structure causes us to lose the rights to direct the activities of our consolidated VIE or our right to
receive their economic benefits, we would no longer be able to consolidate the financial results of such VIE in our consolidated financial
statements, which may cause the value of our securities to significantly decline or even become worthless.
If
any of our VIE becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by
such entity, which could materially and adversely affect our business, financial condition and results of operations.
We
currently conduct our operations in China through contractual arrangements with our VIEs. As part of these arrangements, substantially
all of our assets that are important to the operation of our business are held by our VIEs. If any of these entities goes bankrupt and
all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our
business activities, which could materially and adversely affect our business, financial condition and results of operations. If any
of our VIEs undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim
rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely
affect our business, our ability to generate revenue and the market price of our common stock.
Risks
Associated With Doing Business in China
Changes
in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the
profitability of our business.
The
PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans adopted
by the government that set national economic development goals. Policies of the PRC government can have significant effects on the economic
conditions within the PRC. The PRC government has confirmed that economic development will follow the model of a market economy. Under
this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and
business development in the PRC will follow market forces. While we believe that this trend will continue, there can be no assurance
that this will be the case. A change in policies by the PRC government could adversely affect our interests by, among other factors:
changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources
of supplies, or the expropriation or nationalization of private enterprises. Although the PRC government has been pursuing economic reform
policies for more than two decades, there is no assurance that the government will continue to pursue such policies or that such policies
may not be significantly altered, especially in the event of a change in leadership, social or political disruption, confiscatory taxation,
restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise, expropriation
or nationalization of private enterprises, changes in the allocation of resources or other circumstances affecting the PRC’s political,
economic and social environment.
Substantial
uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations
could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations
and financial condition.
Our
business operations conducted through the VIEs may be adversely affected by the current and future political environment in the PRC.
The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our
ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under the current government leadership,
the government of the PRC has been pursuing reform policies which have adversely affected China-based operating companies whose securities
are listed in the United States, with significant policies changes being made from time to time without notice. There are substantial
uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations
governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition
of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive
system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization
and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has
been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently
cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited
volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve
significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.
In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with
the rapidly changing society and economy in China. Because government agencies and courts provide interpretations of laws and regulations
and decide contractual disputes and issues, their inexperience in adjudicating new business and new polices or regulations in certain
less developed areas causes uncertainty and may affect our business. Consequently, we cannot predict the future direction of Chinese
legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations
in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as judicial interpretation by inexperienced
officials in the agencies and courts in certain areas, may cause possible problems to foreign investors. Although the PRC government
has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over
economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and
imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to
pursue policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event
of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the
PRC. Any adverse changes in Chinese laws and regulations and the Chinese government’s significant oversight and discretion over
the conduct of our business could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of our securities to significantly decline or be worthless.
Adverse
regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory
scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance
requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject
us to additional disclosure requirements.
The
recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore,
may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition,
we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting
our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations
in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We
may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments,
and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner
or at all.
On
July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of
the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating
companies before their registration statements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission
stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese
companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related
issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference
in China.
A
slowdown or other adverse developments in the PRC economy may harm our customers and the demand for our services and our products.
All
of our operations are conducted in the PRC. Although the PRC economy has grown significantly in recent years, there is no assurance that
this growth will continue. A slowdown in overall economic growth, an economic downturn, a recession or other adverse economic developments
in the PRC could significantly reduce the demand for our products and services.
If
relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.
At
various times during recent years, the United States and China have had significant disagreements over political and economic issues.
Controversies may arise in the future between these two countries that may affect our economic outlook both in the United States and
in China. Any political or trade controversies between the United States and China, whether or not directly related to our business,
could reduce the price of our common stock.
Future
inflation in China may inhibit the profitability of our business in China.
In
recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth can lead
to growth in the money supply and rising inflation. If prices for our services and products rise at a rate that is insufficient to compensate
for the rise in the costs of supplies, it may have an adverse effect on profitability. These factors have led to the adoption by Chinese
government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and
contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take
other action, which could inhibit economic activity in China, and thereby harm the market for our services and products.
The
fluctuation of the Renminbi may have a material adverse effect on your investment.
The
change in value of the Renminbi against the U.S. dollar and other currencies is affected by, various factors, such as changes in China’s
political and economic conditions and China’s foreign exchange controls. On July 21, 2005, the PRC government changed its decade-old
policy of pegging the value of the Renminbi to the U.S. dollar. Under such policy, the Renminbi was permitted to fluctuate within a narrow
and managed band against a basket of certain foreign currencies. Later on, the People’s Bank of China has decided to further implement
the reform of the RMB exchange regime and to enhance the flexibility of RMB exchange rates. Such changes in policy have resulted in a
significant appreciation of the Renminbi against the U.S. dollar since 2005. There remains significant international pressure on the
PRC government to adopt a more flexible currency policy, which could result in a further and more significant adjustment of the Renminbi
against the U.S. dollar. Any significant appreciation or revaluation of the Renminbi may have a material adverse effect on the value
of, and any dividends payable on, shares of our common stock in foreign currency terms. More specifically, if we decide to convert our
Renminbi into U.S. dollars, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount
available to us. To the extent that we need to convert U.S. dollars we receive from our 2018 offering into Renminbi for our operations,
appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.
In addition, appreciation or depreciation in the exchange rate of the Renminbi to the U.S. dollar could materially and adversely affect
the price of shares of our common stock in U.S. dollars without giving effect to any underlying change in our business or results of
operations.
Restrictions
on currency exchange may limit our ability to receive and use our revenue effectively.
Substantially
all of our revenue is denominated in Renminbi. As a result, restrictions on currency exchange may limit our ability to use revenue generated
in Renminbi to fund any business activities we may have outside China in the future or to make dividend payments to our stockholders
in U.S. dollars. Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and
service-related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment
or loans or investments in securities outside China, unless such use is approved by SAFE. For example, foreign exchange transactions
under our subsidiary’s capital account, including principal payments in respect of foreign currency-denominated obligations, remain
subject to significant foreign exchange controls and the approval requirement of SAFE. These limitations could affect our ability to
convert Renminbi into foreign currency for capital expenditures.
Our
subsidiaries and affiliated entities in China are subject to restrictions on making dividends and other payments to us.
We
are a holding company and rely principally on dividends paid by our subsidiary in China for our cash needs, including paying dividends
and other cash distributions to our stockholders to the extent we choose to do so, servicing any debt we may incur and paying our operating
expenses. Our wholly-owned subsidiaries, such as Tenet Jove’s and Tenet Huatai’s income in turn depends on the fees paid
by our VIEs in China under the VIE Agreements. Current PRC regulations permit our subsidiary in China to pay dividends to us only out
of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable
requirements of PRC law, Our wholly-owned subsidiaries in China may only distribute dividends after it has made allowances to fund certain
statutory reserves. These reserves are not distributable as cash dividends. In addition, if our subsidiaries or our affiliated entities
in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends
or make other payments to us. Any such restrictions may materially affect such entities’ ability to make dividends or make payments,
in service fees or otherwise, to us, which may materially and adversely affect our business, financial condition and results of operations.
The
PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.
The
legal and judicial systems in the PRC are still rudimentary, and enforcement of existing laws is uncertain. As a result, it may be impossible
to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of
another jurisdiction. The PRC’s legal system is based on the civil law regime, that is, it is based on written statutes. A decision
by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation
of Chinese laws may be varied to reflect domestic political changes.
The
promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign
investors. There can be no assurance that a change in leadership, social or political disruption, or unforeseen circumstances affecting
the PRC’s political, economic or social life, will not affect the PRC government’s ability to continue to support and pursue
these reforms. Such a shift could have a material adverse effect on our business and prospects.
Because
our principal assets are located outside of the United States and most of our directors and officers reside outside the United States,
it may be difficult for you to enforce your rights based on U.S. federal securities laws against us and our officers and directors in
the U.S. or to enforce a U.S. court judgment against us or them in the PRC.
Most
of our directors and officers reside outside the United States. In addition, our operating subsidiaries are located in the PRC and substantially
all of their assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce
their legal rights against us based on the civil liability provisions of the U.S. federal securities laws against us in the courts of
either the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, it may be difficult to enforce such judgments in
PRC courts.
Certain
PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process
which could make it more difficult for us to pursue growth through acquisitions in China.
The
M&A Rules established additional procedures and requirements that could make merger and acquisition activities in China by foreign
investors more time-consuming and complex. For example, the MOFCOM must be notified in the event a foreign investor takes control of
a PRC domestic enterprise. In addition, certain acquisitions of domestic companies by offshore companies that are related to or affiliated
with the same entities or individuals of the domestic companies, are subject to approval by the MOFCOM. In addition, the Implementing
Rules Concerning Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August
2011, require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject
to national security review by the MOFCOM. In addition, any activities attempting to circumvent such review process, including structuring
the transaction through a proxy or contractual control arrangement, are strictly prohibited. There is significant uncertainty regarding
the interpretation and implementation of these regulations relating to merger and acquisition activities in China. In addition, complying
with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect
our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may
be materially and adversely affected. In addition, if the MOFCOM determines that we should have obtained its approval for our entry into
contractual arrangements with our affiliated entities, we may be required to file for remedial approvals. There is no assurance that
we would be able to obtain such approval from the MOFCOM. We may also be subject to administrative fines or penalties by the MOFCOM that
may require us to limit our business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies
into the PRC or take other actions that could have material and adverse effect on our business, financial condition and results of operations.
PRC
regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or
additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund
and expand our business.
As
an offshore holding company of our PRC subsidiary, we may (i) make loans to our PRC subsidiary and affiliated entities, (ii) make additional
capital contributions to our PRC subsidiary, (iii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries,
and (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject
to PRC regulations and approvals. For example:
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loans
by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot exceed statutory limits and must be
registered with the State Administration of Foreign Exchange of the PRC (or SAFE) or its local counterparts;
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loans
by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved by the relevant government
authorities and must also be registered with SAFE or its local counterparts; and
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capital
contributions to our wholly-owned subsidiary must file a record with the MOFCOM or its local counterparts and shall also be limited
to the difference between the registered capital and the total investment amount.
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We
cannot assure you that we will be able to obtain these government registrations or filings on a timely basis, or at all. If we fail to
finish such registrations or filings, our ability to capitalize our PRC subsidiary’s operations may be adversely affected, which
could adversely affect our liquidity and our ability to fund and expand our business.
On
March 30, 2015, the State Administration of Foreign Exchange (SAFE) promulgated a notice relating to the administration of foreign-invested
company of its capital contribution in foreign currency into Renminbi (Hui Fa [2015]19) (or Circular 19). Although Circular 19 has fastened
the administration relating to the settlement of exchange of foreign-investment, allows the foreign-invested company to settle the exchange
on a voluntary basis, it still requires that the bank review the authenticity and compliance of a foreign-invested company’s settlement
of exchange in previous time, and the settled in Renminbi converted from foreign currencies shall deposit on the foreign exchange settlement
account, and shall not be used for several purposes as listed in the “negative list”. As a result, the notice may limit our
ability to transfer funds to our operations in China through our PRC subsidiary, which may affect our ability to expand our business.
Meanwhile, the foreign exchange policy is unpredictable in China, it shall be various with the nationwide economic pattern, the strict
foreign exchange policy may have an adverse impact in our capital cash and may limit our business expansion.
Governmental
control of the convertibility of Renminbi and restrictions on the transfer of cash into and out of China may constrain our liquidity
and adversely affect our ability to use cash in our operation.
The
PRC government also imposes controls on the convertibility of the Renminbi into foreign currencies. Under existing PRC foreign exchange
regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related
transactions, can be made in foreign currencies without prior approval from SAFE, by complying with certain procedural requirements.
Approvals from appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out
of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion,
impose any restriction on access of foreign currencies for current account transactions.
As
an offshore holding company of our PRC subsidiary, the majority of our income is received in Renminbi. If the PRC government imposes
restrictions on access of foreign currencies for current account transactions, we may not be able to pay dividends in foreign currencies
to our stockholders.
A
failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict
our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC
law.
SAFE
has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and
Round-Trip Investment through Special Purpose Vehicles (or SAFE Circular No. 37), effective on July 4, 2014, and its appendices, that
require PRC residents, including PRC institutions and individuals, to register with local branches of SAFE in connection with their direct
establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’
legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37
as a “special purpose vehicle.” SAFE Circular No. 37 further requires amendment to the registration in the event of any significant
changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer
or exchange, merger, division or other material event. In the event that a PRC stockholder holding interests in a special purpose vehicle
fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit
distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose
vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Further, failure to comply with the
various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.
These
regulations apply to our direct and indirect stockholders who are PRC residents and may apply to any offshore acquisitions or share transfers
that we make in the future if our shares are issued to PRC residents. However, in practice, different local SAFE branches may have different
views and procedures on the application and implementation of SAFE regulations, and since SAFE Circular No. 37 was relatively new, there
remains uncertainty with respect to its implementation. As of the date of this prospectus, all PRC residents known to us that currently
hold direct or indirect interests in our company have completed the necessary registrations with SAFE as required by SAFE Circular 37.
However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company,
nor can we compel our beneficial owners to comply with the requirements of SAFE Circular 37. However, we cannot assure you that these
individuals or any other direct or indirect stockholders or beneficial owners of our company who are PRC residents will be able to successfully
complete the registration or update the registration of their direct and indirect equity interest as required in the future. If they
fail to make or update the registration, our stockholders could be subject to fines and legal penalties, and SAFE could restrict our
cross-border investment activities and our foreign exchange activities, including restricting our PRC subsidiary’s ability to distribute
dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from paying dividends. As a result,
our business operations and our ability to make distributions to you could be materially and adversely affected.
Increases
in labor costs in the PRC may adversely affect our business and our profitability.
The
economy of China has been experiencing significant growth, leading to inflation and increased labor costs. China’s overall economy
and the average wage in the PRC are expected to continue to grow. Future increases in China’s inflation and material increases
in the cost of labor may materially and adversely affect our profitability and results of operations.
Our
auditor, like other independent registered public accounting firms operating in China (including Hong Kong), is not permitted to be subject
to inspection by Public Company Accounting Oversight Board, and consequently investors may be deprived of the benefits of such inspection.
Our
independent registered public accounting firm issued an audit opinion on the financial statements included in our annual reports filed
with the SEC. Our independent registered public accounting firm’s audit documentation related to their audit reports included in
our annual reports is located in China (including Hong Kong), and audit procedures take place within China (including Hong Kong)’s
borders. As auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, our auditor is
required by the laws of the United States to undergo regular inspections by the PCAOB. However, to the extent that our auditor’s
work papers are or become located in China (including Hong Kong), such work papers will not be subject to inspection by the PCAOB because
the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms
that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control
procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct
inspections of our auditors’ work papers in China (including Hong Kong) would make it more difficult to evaluate the effectiveness
of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China (including Hong Kong)
that are subject to PCAOB inspections. Investors may consequently lose confidence in our reported financial information and procedures
and the quality of our financial statements. As a result, our investors may be deprived of the benefits of PCAOB’s oversight of
our auditors through such inspections.
Compliance
with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information
Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other
future laws and regulations may entail significant expenses and could materially affect our business.
China
has implemented or will implement rules and is considering a number of additional proposals relating to data protection. China’s
new Data Security Law promulgated by the Standing Committee of the National People’s Congress of China in June 2021, or the Data
Security Law, will take effect in September 2021. The Data Security Law provides that the data processing activities must be conducted
based on “data classification and hierarchical protection system” for the purpose of data protection and prohibits entities
in China from transferring data stored in China to foreign law enforcement agencies or judicial authorities without prior approval by
the Chinese government. As the Data Security Law has not yet come into effect, we may need to make adjustments to our data processing
practices to comply with this law.
Additionally,
China’s Cyber Security Law, requires companies to take certain organizational, technical and administrative measures and other
necessary measures to ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides
that China adopt a multi-level protection scheme (MLPS), under which network operators are required to perform obligations of security
protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being
disclosed, stolen or tampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and
the conditions of their information and network systems to determine the level to which the entity’s information and network systems
belong-from the lowest Level 1 to the highest Level 5 pursuant to the Measures for the Graded Protection and the Guidelines for Grading
of Classified Protection of Cyber Security. The grading result will determine the set of security protection obligations that entities
must comply with. Entities classified as Level 2 or above should report the grade to the relevant government authority for examination
and approval.
Recently,
the Cyberspace Administration of China has taken action against several Chinese internet companies in connection with their initial public
offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information
of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber
Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining
national security and safeguarding public interests.” On July 10, 2021, the Cyberspace Administration of China published a revised
draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data processing operators in possession of personal
information of over 1 million users if the operators intend to list their securities in a foreign country.
It
is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect
they will have on the life sciences sector generally and the Company in particular. China’s regulators may impose penalties for
non-compliance ranging from fines or suspension of operations, and this could lead to us delisting from the U.S. stock market.
Also,
on August 20, 2021, the National People’s Congress passed the Personal Information Protection Law, which will be implemented on
November 1, 2021. The law creates a comprehensive set of data privacy and protection requirements that apply to the processing of personal
information and expands data protection compliance obligations to cover the processing of personal information of persons by organizations
and individuals in China, and the processing of personal information of persons in China outside of China if such processing is for purposes
of providing products and services to, or analyzing and evaluating the behavior of, persons in China. The law also proposes that critical
information infrastructure operators and personal information processing entities who process personal information meeting a volume threshold
to-be-set by Chinese cyberspace regulators are also required to store in China personal information generated or collected in China,
and to pass a security assessment administered by Chinese cyberspace regulators for any export of such personal information. Lastly,
the draft contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior
year.
Interpretation,
application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through
new legislation, amendments to existing legislation and changes in enforcement. Compliance with the Cyber Security Law and the Data Security
Law could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or
even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in
the future. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection
and information security, it is possible that our practices, offerings or platform could fail to meet all of the requirements imposed
on us by the Cyber Security Law, the Data Security Law and/or related implementing regulations. Any failure on our part to comply with
such law or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security
that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation
that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterparties
from contracting with us or result in investigations, fines, suspension or other penalties by Chinese government authorities and private
claims or litigation, any of which could materially adversely affect our business, financial condition and results of operations. Even
if our practices are not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation
and brand and adversely affect our business, financial condition and results of operations. Moreover, the legal uncertainty created by
the Data Security Law and the recent Chinese government actions could materially adversely affect our ability, on favorable terms, to
raise capital, including engaging in follow-on offerings of our securities in the U.S. market or the Stock Exchange of Hong Kong.
Risks
Relating to Our an Investment in Our Common Stock
An
active and visible trading market for our common stock may not develop.
We
cannot predict whether an active market for our common stock will develop in the future. In the absence of an active trading market:
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Investors
may have difficulty buying and selling or obtaining market quotations;
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Market
visibility for our common stock may be limited; and
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A
lack of visibility for our common stock may have a depressive effect on the market price for our common stock.
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The
trading price of our common stock is subject to significant fluctuations in response to variations in quarterly operating results, changes
in analysts’ earnings estimates, announcements of innovations by us or our competitors, general conditions in the industry in which
we operate and other factors. These fluctuations, as well as general economic and market conditions, may have a material or adverse effect
on the market price of our common stock.
The
market price for our common stock may be volatile.
The
market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:
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the
perception of U.S. investors and regulators of U.S. listed Chinese companies;
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actual
or anticipated fluctuations in our quarterly operating results;
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changes
in financial estimates by securities research analysts;
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negative
publicity, studies or reports;
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conditions
in Chinese and global cybersecurity product markets;
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our
capability to match and compete with technology innovations in the industry;
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changes
in the economic performance or market valuations of other companies in the same industry;
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announcements
by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;
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addition
or departure of key personnel;
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fluctuations
of exchange rates between RMB and the U.S. dollar;
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natural
disasters, fires, explosions, acts of terrorism or war, or disease or other adverse health developments, including those related
to the COVID-19 pandemic; and
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general
economic or political conditions in or impacting China.
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addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock.
Our
common stock may in the future be considered a “penny stock,” and thereby be subject to additional sale and trading regulations
that may make it more difficult to sell.
Our
common stock may in the future be considered to be a “penny stock” if it does not qualify for one of the exemptions from
the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended. Our common stock may be a “penny
stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it
is NOT traded on a “recognized” national exchange; (iii) it is not quoted on the NASDAQ Capital Market, or even if so, has
a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets
less than $5 million. The principal result or effect of being designated a “penny stock” is that securities broker-dealers
participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through
15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential
investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document
at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires
broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock
to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning his or her financial
situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in
penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable
of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor,
confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance
with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third
parties or to otherwise dispose of them in the market or otherwise.
We
are not likely to pay cash dividends in the foreseeable future.
We
currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect
to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate. Should we determine to pay
dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from the VIEs. The VIEs may,
from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of
RMB into U.S. dollars or other hard currency and other regulatory restrictions.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures,
the financing of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing operating
expenses and overhead.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
The
following description of our capital stock (which includes a description of securities we may offer pursuant to the registration statement
of which this prospectus, as the same may be supplemented, forms a part) does not purport to be complete and is subject to and qualified
in its entirety by our certificate of incorporation, as amended, by our amended and restated bylaws, and by the applicable provisions
of Delaware law.
Our
authorized capital stock consists of 105,000,000 shares of common stock, par value $0.001 per share, consisting of 100,000,000 shares
of common stock and 5,000,000 shares of preferred stock.
We,
directly or through agents, dealers, or underwriters designated from time to time, may offer, issue, and sell, together or separately,
up to $100,000,000 in the aggregate of:
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common
stock;
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preferred
stock;
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secured
or unsecured debt securities consisting of notes, debentures, or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities, or subordinated debt securities, each of which may be convertible into equity securities;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing securities.
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We
may issue the debt securities as exchangeable for or convertible into shares of common stock, preferred stock, or other securities. The
preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock, or other
securities. The debt securities, the preferred stock, the common stock, and the warrants are collectively referred to in this prospectus
as the “securities.” When a particular series of securities is offered, a supplement to this prospectus will be delivered
with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Common
Stock
As
of October 29, 2021, there were 9,021,510 shares of our common stock issued and outstanding, held of record by approximately 178 stockholders.
The outstanding shares of common stock are fully paid and non-assessable. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Subject
to preferential rights with respect to any future outstanding preferred stock, holders of common stock are entitled to receive ratably
such dividends as may be declared by our board of directors out of funds legally available therefore. Pursuant to Section 281 of Delaware
General Corporation Law, in the event of our dissolution, the holders of common stock are entitled to the remaining assets after payment
of all liabilities of the company.
Our
common stock has no preemptive or conversion rights or other subscription rights. The common stock has no cumulative voting rights, including
with respect to the election of directors.
Preferred
Stock
Our
certificate of incorporation, as amended, empowers our board of directors, without action by our shareholders, to issue up to 5,000,000
shares of preferred stock from time to time in one or more series, which preferred stock may be offered by this prospectus and supplements
thereto. As of the date of this prospectus, no shares of preferred stock were designated or issued and outstanding. Our board may fix
the rights, preferences, privileges, and restrictions of our authorized but undesignated preferred shares, including:
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dividend
rights and preferences over dividends on our common stock or any series of preferred stock;
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the
dividend rate (and whether dividends are cumulative);
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conversion
rights, if any;
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voting
rights;
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rights
and terms of redemption (including sinking fund provisions, if any);
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redemption
price and liquidation preferences of any wholly unissued series of any preferred stock and the designation thereof of any of them;
and
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to
increase or decrease the number of shares of any series subsequent to the issue of shares of that series but not below the number
of shares then outstanding.
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You
should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that series,
including:
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title
of the series and the number of shares in the series;
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the
price at which the preferred stock will be offered;
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the
dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends
will be cumulative or noncumulative, and, if cumulative, the dates from which dividends on the preferred stock being offered will
cumulate;
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the
voting rights, if any, of the holders of shares of the preferred stock being offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered, including
any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund installments;
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the
liquidation preference per share;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock, including
the conversion price, or the manner of calculating the conversion price, and the conversion period;
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the
terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities, including
the exchange price, or the manner of calculating the exchange price, and the exchange period;
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any
listing of the preferred stock being offered on any securities exchange;
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a
discussion of any material federal income tax considerations applicable to the preferred stock being offered;
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any
preemptive rights;
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the
relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution,
or the winding up of our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being
offered as to dividend rights and rights upon liquidation, dissolution, or the winding up of our affairs; and
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any
additional rights, preferences, qualifications, limitations, and restrictions of the series.
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Upon
issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their purchase
price in full and we may not require them to pay additional funds.
Any
preferred stock terms selected by our board of directors could decrease the amount of earnings and assets available for distribution
to holders of our common stock or adversely affect the rights and power, including voting rights, of the holders of our common stock
without any further vote or action by the stockholders. The rights of holders of our common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued by us in the future. The issuance of preferred stock
could also have the effect of delaying or preventing a change in control of our company or make removal of management more difficult.
Debt
Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds, and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt, or subordinated
debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as
an Indenture) will be entered into between us and a trustee to be named therein. It is likely that convertible debt securities will not
be issued under an Indenture.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report that we file with the SEC, the form of Indenture and the form of each Indenture agreement, if any, relating to Indentures offered
under this prospectus.
Events
of Default Under the Indenture
Unless
we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the
following are events of default under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay the principal or premium, if any, when due and payable at maturity, upon redemption or repurchase or otherwise;
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if
we fail to pay interest when due and payable and our failure continues for certain days;
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if
we fail to observe or perform any other covenant contained in the securities of a series or in this Indenture, and our failure continues
for certain days after we receive written notice from the trustee or holders of at least certain percentage in aggregate principal
amount of the outstanding debt securities of the applicable series. The written notice must specify the default, demand that it be
remedied and state that the notice is a “Notice of Default”;
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if
specified events of bankruptcy, insolvency, or reorganization occur; and
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if
any other event of default provided with respect to securities of that series, which is specified in a board resolution, a supplemental
Indenture hereto, or an officers’ certificate as defined in the form of indenture.
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covenant in the form of indenture to deliver a certificate to the trustee annually, within certain days after the close of the fiscal
year, to show that we are in compliance with the terms of the indenture and that we have not defaulted under the indenture. Nonetheless,
if we issue debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus supplement.
Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions of the offered debt
securities. The terms and conditions may or may not include whether or not we must furnish periodic evidence showing that an event of
default does not exist or that we are in compliance with the terms of the indenture.
The
statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities
are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted under each
Indenture) and the debt securities, including the definitions therein of certain terms.
General
Unless
otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company. The
senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities
will be subordinate and junior in right of payment to any senior indebtedness.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or our subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the senior indebtedness issued under an Indenture.
Prospectus
Supplement
Each
prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include
some or all of the following:
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the
title of debt securities and whether they are subordinated, senior subordinated, or senior debt securities;
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any
limit on the aggregate principal amount of debt securities of such series;
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the
percentage of the principal amount at which the debt securities of any series will be issued;
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the
ability to issue additional debt securities of the same series;
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the
purchase price for the debt securities and the denominations of the debt securities;
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the
specific designation of the series of debt securities being offered;
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates
at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such
rate shall be determined;
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the
basis for calculating interest if other than 360-day year or twelve 30-day months;
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined;
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the
duration of any deferral period, including the maximum consecutive period during which interest payment periods may be extended;
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula, or other method, such as one or more currencies, commodities, equity indices, or other indices, and the manner
of determining the amount of such payments;
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest
payable on any interest payment date;
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange, or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture;
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the
rate or rates of amortization of the debt securities, if any;
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
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our
obligation or discretion, if any, to redeem, repay, or purchase debt securities by making periodic payments to a sinking fund or
through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the
price or prices at which we will redeem, repay, or purchase the debt securities, in whole or in part, pursuant to such obligation,
and the other terms and conditions of such obligation;
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities;
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by
us to redeem the debt securities shall be evidenced;
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any
restriction or condition on the transferability of the debt securities of a particular series;
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default if other than the full principal amount;
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will
or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will
be denominated;
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
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any
deletions from, modifications of, or additions to the events of default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable indenture;
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any
limitation on our ability to incur debt, redeem stock, or sell our assets or other restrictions;
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the
application, if any, of the terms of the applicable indenture relating to defeasance and covenant defeasance (which terms are described
below) to the debt securities;
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what
subordination provisions will apply to the debt securities;
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our common stock, preferred stock,
or other securities or property;
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whether
we are issuing the debt securities in whole or in part in global form;
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable
because of an event of default;
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the
depositary for global or certificated debt securities, if any;
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable,
as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies;
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any
right we may have to satisfy, discharge, and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures;
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars, or other agents with respect
to the debt securities;
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the
record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security
will be paid if other than in the manner provided in the applicable Indenture;
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies, or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined);
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of
the debt securities pursuant to the applicable Indenture if other than the entire principal amount;
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of
any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than
the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined); and
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any
other terms which may be required by or advisable under applicable laws or regulations.
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Unless
otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders
of the debt securities may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus
supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other
governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on
such dates of applicable currency, commodity, equity index, or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices,
or other factors to which the amount payable on that date relates and certain additional tax considerations.
Warrants
We
may issue warrants for the purchase of our common stock, preferred stock, or debt securities or any combination thereof. Warrants may
be issued independently or together with our common stock, preferred stock, or debt securities and may be attached to or separate from
any offered securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under
a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act
solely as our agent in connection with such warrants. The warrant agent will not have any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating
to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions of the
applicable warrant agreement, if any. These terms may include the following:
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the
title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount, and terms of the securities or other rights for which the warrants are exercisable;
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued
with each other security;
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the
aggregate number of warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants;
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
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if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants
will be separately transferable;
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
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the
maximum or minimum number of warrants that may be exercised at any time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.
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Each
warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise price stated or determinable
in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date
shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business
on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner described in the
applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate
at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement, we will, as soon
as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises less than
all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and
one or more banks, trust companies, or other financial institutions, as rights agent that we will name in the applicable prospectus supplement.
The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency
or trust for or with any holders of rights certificates or beneficial owners of rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other
matters:
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the
date of determining the security holders entitled to the rights distribution;
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
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the
exercise price;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and
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any
applicable federal income tax considerations.
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Each
right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth
in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the
rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will
become void.
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than our security holders, to or through agents, underwriters, or dealers or through a combination of such methods, including pursuant
to standby arrangements, as described in the applicable prospectus supplement.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit
agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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●
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the
price or prices at which the units will be issued;
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●
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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●
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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●
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any
other material terms of the units and their constituent securities.
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The
provisions described in this section, as well as those described under the description of “Common Stock,” “Preferred
Stock,” and “Warrants” will apply to each unit and to any common stock, preferred stock, or warrant included in each
unit, respectively.
Anti-Takeover
Provisions of the Delaware Law and Our Governing Documents
Delaware
Law
We
are subject to Section 203 of the Delaware General Corporation Law (“Section 203”). In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in “business combination” transactions with any “interested stockholder”
for a period of three years following the time that the stockholder became an interested stockholder, unless:
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●
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prior
to the time the stockholder became an interested stockholder, either the applicable business combination or the transaction which
resulted in the stockholder becoming an interested stockholder is approved by the corporation’s board of directors;
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●
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upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the voting stock outstanding (but not the voting stock owned by the interested stockholder) shares owned by directors
who are also officers of the corporation and shares owned by employee stock plans in which the employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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●
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at
or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the corporation’s
board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of
the outstanding voting stock which is not owned by the interested stockholder.
|
A
“business combination” is defined to include, in general and subject to exceptions, a merger of the corporation with the
interested stockholder; a sale of 10% or more of the market value of the corporation’s consolidated assets to the interested stockholder;
certain transactions that result in the issuance of the corporation’s stock to the interested stockholder; a transaction that has
the effect of increasing the proportionate share of the corporation’s stock owned by the interested stockholder; and any receipt
by the interested stockholder of loans, guarantees, or other financial benefits provided by the corporation. An “interested stockholder”
is defined to include, in general and subject to exceptions, a person that (1) owns 15% or more of the outstanding voting stock of the
corporation or (2) is an “affiliate” or “associate” (as defined in Section 203 of the DGCL) of the corporation
and was the owner of 15% or more of the corporation’s outstanding voting stock at any time within the prior three-year period.
A
Delaware corporation may opt out of Section 203 with an express provision in its original certificate of incorporation or by an amendment
to its certificate of incorporation or bylaws expressly electing not to be governed by Section 203 and approved by a majority of its
outstanding voting shares. We have not opted out of Section 203. As a result, Section 203 could delay, deter, or prevent a merger, change
of control, or other takeover of our company that our stockholders might consider to be in their best interests, including transactions
that might result in a premium being paid over the market price of our common stock, and may also limit the price that investors are
willing to pay in the future for our common stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater,
Fl. 33764, and its telephone number is (303) 662-1112.
NASDAQ
Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “SISI.”
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including
our affiliates, (iii) through agents, or (iv) through a combination of any of these methods. The securities may be distributed at a fixed
price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices,
or negotiated prices. The prospectus supplement will include the following information:
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●
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the
terms of the offering;
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●
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the
names of any underwriters or agents;
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●
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the
name or names of any managing underwriter or underwriters;
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●
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the
purchase price of the securities;
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●
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any
over-allotment options under which underwriters may purchase additional securities from us;
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●
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the
net proceeds from the sale of the securities;
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●
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any
delayed delivery arrangements;
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●
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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●
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any
offering price;
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●
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any
discounts or concessions allowed or reallowed or paid to dealers;
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●
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any
commissions paid to agents; and
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●
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any
securities exchange or market on which the securities may be listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters
are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security
lending, or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions,
including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities
(described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms
acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the
securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any offering price and any discounts or concessions allowed or reallowed
or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may
then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement
will include the names of the dealers and the terms of the transaction.
We
will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers, or agents in connection with
the offering of the securities, and any discounts, concessions, or commissions allowed by underwriters to participating dealers.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities
may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or
sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters, or dealers to solicit offers from certain types of institutions
to purchase securities at the offering price under delayed delivery contracts. These contracts would provide for payment and delivery
on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The
applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Market
Making, Stabilization, and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock, all securities we offer under this prospectus will
be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter
market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such
market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions, and penalty bids in accordance with Rule 104
under the Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose
of pegging, fixing, or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in
the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions, and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage
in transactions with, or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus, and any supplement
thereto, will be passed upon for us by Pryor Cashman LLP. The legality of the securities for any underwriters, dealers, or agents will
be passed upon by counsel as may be specified in the applicable prospectus supplement.
EXPERTS
Centurion
ZD CPA & Co. (“CZD”), an independent registered public accounting firm, audited our financial statements for the fiscal
years ended June 30, 2021 and 2020 included in our Annual Report on Form 10-K for the year ended June 30, 2021, as set forth in their
report included therein, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on CZD’s report, given on their authority as experts in accounting and auditing.
MATERIAL
CHANGES
Except
as otherwise described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, in our Current Reports on Form 8-K
filed under the Exchange Act and incorporated by reference herein, and as disclosed in this prospectus or the applicable prospectus supplement,
no reportable material changes have occurred since June 30, 2021.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarterly, and special reports, along with other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC’s website at http://www.sec.gov; you can also find our filings on our company website: http://www.tianyiluobuma.com/index.php/English/Touzi/index/id/34.html.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under
the Securities Act. This prospectus does not contain all of the information included in the registration statement, including certain
exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address
listed above or from the SEC’s internet site.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with them under certain conditions, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be a part
of this prospectus and any information that we file subsequent to this prospectus with the SEC will automatically update and supersede
this information. The documents we are incorporating by reference are as follows:
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(a)
|
our
Annual Report on Form 10-K for the year ended June 30, 2021;
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|
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(b)
|
our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021;
|
|
|
|
|
(c)
|
our
Current Reports on Form 8-K filed on July
12, 2021, July
15, 2021, July
16, 2021, July
21, 2021, August
16, 2021, August
23, 2021, September
9, 2021 and November 4, 2021; and
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|
(d)
|
the
description of the common stock, $0.001 par value per share, contained in our registration statement on Form 8-A filed with the Commission
on May 13, 2016 pursuant to Section 12(b) of the Exchange Act and all amendments or reports filed by us for the purpose of updating
those descriptions.
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the initial filing date of this prospectus,
through the date declared effective, until the termination of the offering of securities contemplated by this prospectus shall be deemed
to be incorporated by reference into this prospectus. These documents that we file later with the SEC and that are incorporated by reference
in this prospectus will automatically update information contained in this prospectus or that was previously incorporated by reference
into this prospectus. You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information
was included in this prospectus.
We
will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not delivered with this prospectus (excluding exhibits, unless the exhibits
are specifically incorporated), at no cost to the requesting party, upon request to us in writing or by telephone using the following
information:
SHINECO,
INC.
Room
3310, North Tower,
Zhengda
Center, Chaoyang District,
Beijing,
People’s Republic of China
Attn:
Mr. Yuying Zhang
(+86)
10-59246103
SHINECO,
INC.
$100,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by the registrant in connection with this offering, other than underwriting
commissions and discounts, all of which are estimated except for the SEC registration fee.
Securities and Exchange Commission registration fee
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|
$
|
9,270.00
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|
Accounting fees and expenses
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|
$
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5,500.00
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|
Legal fees and expenses
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|
$
|
*
|
|
Miscellaneous expenses
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|
$
|
*
|
|
Total
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|
$
|
*
|
|
*
These fees will depend on the type of securities offered and number of offerings and, therefore,
cannot be estimated at this time. In accordance with Rule 430B under the Securities
Act, additional information regarding estimated fees and expenses will be provided at the time
information as to an offering is included in a prospectus supplement.
Item
15. Indemnification of Directors and Officers.
Section
102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached
the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of the Delaware General Corporation Law, or obtained an improper personal benefit.
Under
Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities Act. Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to
us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts
or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
Section
174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an
unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either
absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions
to be entered in the books containing minutes of the meetings of our board of directors at the time such action occurred or immediately
after such absent director receives notice of the unlawful acts.
Our
amended and restated bylaws provide for the indemnification of our directors and officers to the fullest extent permitted by the Delaware
General Corporation Law. Our amended and restated bylaws further provide that our board of directors has discretion to indemnify our
agents and employees. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses
incurred by any director or executive officer in connection with that proceeding on receipt of an undertaking by or on behalf of that
director or executive officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified
under the bylaws or otherwise. We are not, however, required to advance any expenses in connection with any proceeding if our board determines,
pursuant to Delaware law, that the claimant has not met the standards of conduct which make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for the amount claimed.
As
of the date of this prospectus, we have not entered into any indemnification agreement with our directors or officers, and our directors
and officers are not covered by directors’ and officers’ liability insurance policies.
Item
16. Exhibits.
The
following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to
a prior filing under the Securities Act or the Exchange Act, as indicated in parentheses:
*
|
Filed
herewith.
|
|
|
+
|
To
be filed pursuant to Rule 305(b)(2) of the Trust Indenture Act, if applicable.
|
(1)
|
If
applicable, to be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated
herein by reference.
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Item
17. Undertakings
(a)
|
The
undersigned registrant hereby undertakes:
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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:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% 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)
|
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, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-1,
Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission 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, as to a registration statement on Form S-3, Form SF-3
or Form F-3, is contained in a form of prospectus filed pursuant to § 230.424(b) of this chapter 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 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)
|
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)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(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 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; or
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beijing on November 19, 2021.
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SHINECO,
INC.
|
|
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By:
|
/s/
Jennifer Zhan
|
|
|
Jennifer
Zhan
|
|
|
Chief
Executive Officer
|
KNOW ALL BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jennifer Zhan and Sai (Sam) Wang and each of them,
his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her
name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and
all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto
and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with
all schedules and exhibits thereto, (2) act on, sign and file such certificates, instruments, agreements and other documents as
may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this Registration
Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact
or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
/s/
Jennifer Zhan
|
|
Chief
Executive Officer
|
|
November
19, 2021
|
Jennifer
Zhan
|
|
(Principal
Executive Officer)
|
|
|
|
|
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|
|
/s/
Sai (Sam) Wang
|
|
Chief
Financial Officer and Director
|
|
November
19, 2021
|
Sai
(Sam) Wang
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Yuying Zhang
|
|
Executive
Director, Director and Chairman
|
|
November
19, 2021
|
Yuying
Zhang
|
|
of
the Board
|
|
|
|
|
|
|
|
/s/Mike
Zhao
|
|
Director
|
|
November
19, 2021
|
Mike
Zhao
|
|
|
|
|
|
|
|
|
|
/s/
Jin Liu
|
|
Director
|
|
November
19, 2021
|
Jin
Liu
|
|
|
|
|
|
|
|
|
|
/s/
Yanzeng An
|
|
Director
|
|
November
19, 2021
|
Yanzeng
An
|
|
|
|
|
|
|
|
|
|
/s/
Hu Li
|
|
Director
|
|
November
19, 2021
|
Hu
Li
|
|
|
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