Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-250026
Prospectus
Supplement
(To Prospectus dated November 12, 2020, as amended)
Happiness
Biotech Group Limited
up
to 4,200,000 Ordinary Shares
We
are offering up to 4,200,000 ordinary shares, par value $0.0005 per share directly to certain investors pursuant to this prospectus
supplement, the accompanying prospectus, and that certain securities purchase agreements, by and among Happiness Biotech Group
Limited (the “Company”) and the investors signatories thereto.
We are offering up to 4,200,000 ordinary shares in this offering
at a price per share equal to the volume-weighted average trading price of the Ordinary Shares for the consecutive five (5) trading
days immediately prior to each date when the Company delivers a purchase notice to the investors, or the Pricing Date. The first
Pricing Date was January 4, 2020, when certain investors and the Company entered into certain securities purchase agreement SPA.
The Company agreed to sell 860,214 ordinary shares to the signatories thereto at a per share purchase price of $1.86 which is the
volume-weighted average trading price of the Ordinary Shares for the consecutive five (5) Trading Days immediately prior to the
first Pricing Date. This offering will expire on July 4, 2021 notwithstanding the amount of ordinary shares issued and sold prior
to that date.
For
a more detailed description of the ordinary shares, see the section entitled “Description of Our Securities We Are Offering”
beginning on page S-7.
Pursuant
to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering
with a value exceeding more than one-third of the aggregate market value of our Ordinary Shares in any 12-month period so long
as the aggregate market value of our outstanding Ordinary Shares held by non-affiliates remains below $75,000,000. During the
12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to
General Instruction I.B.5 of Form F-3.
Our
Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HAPP.” On January 4, 2021, the last reported
sale price of our Ordinary Shares on the Nasdaq Capital Market was $1.69 per share. The applicable prospectus supplement will
contain information, where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange
of the securities covered by the prospectus supplement.
No
placement agent or underwriter was involved in this offering.
Investing
in our securities involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus and in the documents
incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing prospectus
and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus,
for a discussion of the factors you should consider carefully before deciding to purchase our securities.
We
may sell these securities directly to investors, through agents designated from time to time or to or through underwriters or
dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being
delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement.
The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in
a 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
expect that delivery of the ordinary shares being offered pursuant to this prospectus supplement and the accompanying prospectus
will be made within two trading days of each Pricing Date.
The
date of this prospectus supplement is January 4, 2021.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
You
should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, ordinary
shares only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus
supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that
any document incorporated by reference is accurate as of any date other than its filing date.
No
action is being taken in any jurisdiction outside the United States to permit a public offering of the ordinary shares or possession
or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession
of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform
themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the
accompanying prospectus applicable to that jurisdiction.
ABOUT
THIS PROSPECTUS SUPPLEMENT
On
November 12, 2020, we filed with the SEC a registration statement on Form F-3 (File No. 333- 250026), as amended, utilizing a
shelf registration process relating to the securities described in this prospectus supplement, which registration statement was
declared effective on November 23, 2020. Under this shelf registration process, we may, from time to time, sell up to $80 million
in the aggregate of ordinary shares, preferred shares, warrants, units, and debt securities. We may sell up to approximately $
7.8 million worth of ordinary shares in this offering and as of the date of this prospectus supplement.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this ordinary shares
offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into the prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply
to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and the documents incorporated
by reference that are described under “Where You Can Find More Information” in this prospectus supplement and the
accompanying prospectus.
If
the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on
the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with
a statement in another document having a later date – for example, a document incorporated by reference in this prospectus
supplement and the accompanying prospectus – the statement in the document having the later date modifies or supersedes
the earlier statement. Except as specifically stated, we are not incorporating by reference any information submitted under any
Current Report on Form 6-K into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, or the
Exchange Act, into this prospectus supplement or the accompanying prospectus.
Any
statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement
or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying
prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is
incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement or the accompanying prospectus.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for
the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to
such agreements, and should not be deemed to be a representation, warranty or covenant to you unless you are a party to such agreement.
Moreover, such representations, warranties or covenants were accurate only as of the date when made or expressly referenced therein.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs unless you are a party to such agreement.
Unless
the context otherwise requires, all references in this prospectus to “HAPP,” “Happiness Biotech,” “we,”
“us,” “our,” “the Company” or similar words refer to Happiness Biotech Group Limited, together
with our subsidiaries.
COMMONLY
USED DEFINED TERMS
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“China,”
“Chinese” and “PRC,” are references to the People’s Republic of China;
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“Fujian Happiness”
is to Fujian Happiness Biotech Co., Limited, a limited liability company organized under the laws of the PRC and a wholly-owned
subsidiary of Happiness Nanping;
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“Shunchang
Happiness” is to Shunchang Happiness Nutraceutical Co., Ltd, a 100% subsidiary of Fujian Happiness;
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“HAPP,”
“Happiness Biotech,” “the Company,” “we,” “us,” or “our,” are
references to the combined business of Happiness Biotech Group Limited, an exempted company registered in the Cayman Islands
with limited liability, and wholly-owned subsidiaries and its consolidated variable interest entities, and in the context
of describing our operations and combined and consolidated financial information, also include its affiliated entity and subsidiaries;
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“Happiness
Hong Kong” refers to Happiness Biology Technology Group Limited, a Hong Kong limited liability company organized under
the laws of Hong Kong and a wholly-owned subsidiary of Happiness Biotech;
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“Happiness
Nanping” refers to Happiness (Nanping) Biotech Co., Limited, a limited liability company organized under the laws of
the PRC and a wholly-owned subsidiary of Happiness Hong Kong;
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“Happy Buy”
refers to Happy Buy (Fujian) Internet Technology Co., Limited, a limited liability company organized under the laws of the
PRC and a wholly-owned subsidiary of Happiness Nanping;
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“Hangzhou
CLV” refers to Hangzhou C’est La Vie Interactive Technology Co., Ltd., a limited liability company organized under
the laws of the PRC and 51% of its equity interests are owned by Happy Buy;
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“Shares,”
“shares,” or “Ordinary shares” refers to the ordinary shares, par value $0.0005, of Happiness Biotech;
and
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“US$,”
“U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States.
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NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than
statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or
other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements
concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any
statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying
any of the foregoing. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,”
“intend,” “may,” “could,” “should,” “potential,” “likely,”
“projects,” “continue,” “will,” and “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking
statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.
We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements
and you should not place undue reliance on these statements. There are a number of important factors that could cause our actual
results to differ materially from those indicated or implied by forward-looking statements. These important factors include those
discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable
prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors
and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking
statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
OUR
BUSINESS
History
and Development of the Company
We
were formed under the name of “Happiness Biotech Group Limited” on February 9, 2018, under the laws of the Cayman
Islands. Happiness Biotech is the sole shareholder of Happiness Hong Kong, incorporated in Hong Kong on March 5, 2018, which is
the sole shareholder of Happiness Nanping. Happiness Nanping was incorporated on June 1, 2018 under the laws of the People’s
Republic of China, as a wholly-owned subsidiary of Happiness Hong Kong and a wholly foreign-owned entity under the PRC laws. Neither
Happiness Biotech, Happiness Hong Kong nor Happiness Nanping is currently engaged in any active business other than acting as
holding companies. We conduct our business mainly through Fujian Happiness, a wholly-owned subsidiary of Happiness Nanping and
incorporated on November 19, 2004 under the PRC laws. Fujian Happiness holds all of the equity or ownership of Shunchang Happiness.
In addition, Happy Buy (Fujian) Internet Technology Co., Limited (“Happy Buy”) was incorporated on July 16, 2020,
which is a wholly owned subsidiary of Happiness Nanping. Happy Buy will focus on further developing our e-commerce business. Happy
Buy owns 51% of Hangzhou CLV, which specialized in the monetization and integration of new media e-commerce and supply chain.
Through Happy Buy, Fujian Happiness and Shunchang Happiness, we are a biotech company that specializes in research, development,
production and selling of nutraceutical and dietary supplements made of Ganoderma spore powder and others mainly in China.
On
October 25, 2019, our ordinary shares commenced trading on Nasdaq under the symbol “HAPP.” We raised from our initial
public offering approximately US$11 million, before deducting underwriting discounts and other related expenses.
Business
Overview
We
are an innovative nutraceutical and dietary supplements producer focused on the research, development, manufacturing, marketing
and sales of a variety of products made from Chinese herbal and animal extracts in China. We conduct our business through our
wholly-owned subsidiaries, mainly Fujian Happiness. Founded in 2004, Fujian Happiness focuses on providing nutraceutical solutions
made from Chinese herbal extracts. During the outbreak of COVID-19 in China, we have produced portable hand sanitizer and daily
protective masks to supplement our herbal extracts sales but they are not our main products. In addition, Happy Buy was incorporated
in July, 2020, to develop our e-commerce business. We believe enhanced consumer awareness and demand for nutraceutical and dietary
supplements, rising health care costs, aging populations, coupled with our effective sales have been the primary reasons for our
growth throughout our 14 years of operating history.
We
are one of the leading companies in Fujian Province specializing in research, development, manufacturing, and marketing of nutraceutical
and dietary supplements authorized by Nutraceutical Association of Fujian Province. Our products are mainly made of Lucidum spore
powder (also known as Ganoderma spore powder or Ganoderma Lucidum spore powder), Cordyceps mycelia, Ejiao, other traditional Chinese
herbal and animal extracts, vitamins, minerals and amino acids. Our brand, “Happiness”, is a well-known trademark
in Fujian Province and well-recognized in the nutraceutical industry in China. Headquartered in Fuzhou, the provincial capital
of Fujian Province, and Nanping, our products are sold throughout China.
The
following diagram illustrates our current corporate structure:
All
subsidiaries are 100% wholly owned by the parent unless otherwise indicated by the percentage in parenthesis.
Corporate
Information
Our
principal executive office is located at No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City, Fujian Province, People’s
Republic of China. Our telephone number is + 86-0599-782-8808. We maintain a website at http://www.fjxfl.com that contains information
about our Company, though no information contained on our website is part of this prospectus.
The
Offering
Issuer:
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Happiness
Biotech Group Limited
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Ordinary Shares offered by us pursuant to
this prospectus supplement:
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up to 4,200,000
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Offering Price:
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at
a per share price equal to the volume-weighted average trading price of the Ordinary Shares for the consecutive five (5) trading
days immediately prior to the date when the Company delivers a purchase notice to the investor, or the Pricing Date.
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Ordinary shares outstanding before this offering:
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25,900,000
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Ordinary shares to be outstanding immediately
after this offering (1):
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30,100,000
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Use of proceeds:
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We
estimate the net proceeds to us from this offering will be approximately $7.57 million after deducting the estimated offering
expenses payable to us, assuming we will sell 4.200,000 ordinary shares at a per share price of $1.86. We intend to use the net
proceeds from this offering for improving and expanding our existing business, working capital and other general corporate purposes.
See “Use of Proceeds” on page S-6 of this prospectus supplement.
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Transfer agent and registrar:
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VStock Transfer,
LLC
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Risk factors:
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Investing in our
securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest
in our ordinary shares, see the information contained in or incorporated by reference under the heading “Risk Factors”
beginning on page S-6 of this prospectus supplement, on page 4 of the accompanying prospectus, and in the other
documents incorporated by reference into this prospectus supplement.
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NASDAQ Capital Market Symbol:
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“HAPP”
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(1)
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The
number of our ordinary shares to be outstanding immediately after this offering is based on 25,900,000 ordinary shares issued
and outstanding as of January 4, 2021 and assuming 4,200,000 ordinary shares to be issued in this offering.
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RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors”
described in our most recent annual report on Form 20-F, filed on July 24, 2020, as supplemented and updated by subsequent
current reports on Form 6-K that we have filed with the SEC, together with all other information contained or incorporated by
reference in this prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection
with a specific offering, before making an investment decision. Each of the risk factors could materially and adversely affect
our business, operating results, financial condition and prospects, as well as the value of an investment in our securities, and
the occurrence of any of these risks might cause you to lose all or part of your investment.
USE
OF PROCEEDS
We estimate that the net proceeds from this offering will be
approximately $7.57 million, after deducting the estimated offering expenses payable by us, assuming we sell 4,200,000 ordinary
shares at a per share purchase price of $1.86.
We
intend to use the net proceeds from this offering for improving and expanding our e-commerce business carried out by Happy Buy,
working capital and other general corporate purposes.
The
amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or
used by our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation
of the net proceeds of this offering. In addition, while we have not entered into any agreements, commitments or understandings
relating to any significant transaction as of the date of this prospectus supplement, we may use a portion of the net proceeds
to pursue acquisitions, joint ventures and other strategic transactions.
Pending
the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term,
interest bearing, investment-grade securities.
CAPITALIZATION
The following table
sets forth our capitalization as of March 31, 2020
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on
a pro forma, as adjusted basis to give effect to the issuance and sale of up to 4,200,000 ordinary shares at the offering price
of $1.86 per share in this offering, after deducting estimated offering expenses payable by us;
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on a pro forma, as adjusted basis to give effect to the
issuance and sale of 900,000 ordinary shares on September 25, 2020 for $2.25 million in connection with a private placement;
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March 31, 2020
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Actual
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Pro Forma
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US$
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US$
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Equity
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Ordinary Shares, par value $0.0005 per share: 90,000,000 shares authorized, 25,000,000 shares issued and outstanding as of March 31, 2020, actual; par value $0.0005 per share: 90,000,000 shares authorized, 30,100,000 shares issued and outstanding, pro forma as adjusted (unaudited)
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12,500
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15,050
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Preferred shares, $0.0005 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
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-
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-
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Additional paid-in capital
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15,044,002
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24,908,152
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Statutory reserves
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2,064,096
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2,064,096
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Retained earnings
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66,623,204
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66,623,204
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Accumulated other comprehensive loss
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(4,153,813
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(4,153,813
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Total equity
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79,589,989
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89,456,689
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Total capitalization
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79,589,989
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89,456,689
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The above discussion
and table are based on 25,000,000 ordinary shares outstanding as of March 31, 2020.
To
the extent that we grant additional options or other awards under our stock incentive plan or issue additional warrants, or we
issue additional ordinary shares in the future, there may be further dilution.
DILUTION
If
you invest in our ordinary shares, your interest will be diluted immediately to the extent of the difference between the public
offering price per share and the adjusted net tangible book value per share of our ordinary shares after this offering.
Our net tangible book
value on March 31, 2020 was approximately $79.59 million, or $3.18 per share. “Net tangible book value” is total assets
minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value
divided by the total number of shares outstanding. Our net tangible book value on September 30, 2020 includes consideration of
the following issuances:
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the issuance and sale of 900,000 ordinary shares on September 25, 2020 for $2.25 million in connection with a private placement;
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After giving effect
to the sale of our ordinary shares of approximately $7.57 million in this offering at an assumed offering price of $1.86 per share,
and after deducting the estimated offering expenses payable by us in connection with this offering, our as adjusted net tangible
book value as of March 31, 2020 would have been approximately $89.46 million, or approximately $2.97 per ordinary share. This represents
an immediate decrease in net tangible book value of $0.18 per share to our existing shareholders and an immediate increase in net
tangible book value of $1.11 per share to investors participating in this offering. The following table illustrates this dilution
per share to investors participating in this offering:
Assumed offering price per share
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$
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1.86
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Net tangible book value per share as of March 31, 2020, as adjusted for issuance of 900,000 ordinary shares on September 25, 2020
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$
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3.15
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Dilution in net tangible book value per share attributable to existing investors
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$
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(0.18
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Net tangible book value per share after giving effect to this offering, as adjusted for issuance of 900,000 ordinary shares on September 25, 2020
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$
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2.97
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Increase per share to new investors
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$
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1.11
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The above discussion
and table are based on 25,000,000 ordinary shares outstanding as of March 31, 2020.
To
the extent that we grant additional options or other awards under our stock incentive plan or issue additional warrants, or we
issue additional ordinary shares in the future, there may be further dilution.
DESCRIPTION
OF OUR SECURITIES WE ARE OFFERING
Ordinary
Shares
We
are offering up to 4,200,000 ordinary shares pursuant to this prospectus supplement and the accompanying prospectus for a per
share purchase price equal to the volume-weighted average trading price of the Ordinary Shares for the consecutive five (5) trading
days immediately prior to each Pricing Date.
For
a description of the ordinary shares being offered hereby, please see “Description of Share Capital” in the accompanying
prospectus.
PLAN
OF DISTRIBUTION
We
have entered into a securities purchase agreement, dated as of January 4, 2021, with certain investors and anticipate to enter
into additional securities purchase agreements relating to the sale of our ordinary shares under this prospectus supplement. Our
obligation to issue and sell ordinary shares to the investors is subject to the customary conditions set forth in the securities
purchase agreements, which may be waived by us in our discretion. The investors’ obligation to purchase securities is subject
to customary conditions set forth in the securities purchase agreements as well, which also may be waived.
The ordinary shares were offered directly to the investors without
a placement agent, underwriter, broker or dealer. This offering will expire on July 4, 2021 notwithstanding the amount of ordinary
shares issued and sold prior to that date.
The expenses of this offering payable by us are estimated to
be approximately $50,000 for this offering.
Delivery
of Ordinary Shares
Delivery
of our ordinary shares issued and sold in this offering will occur within two trading days of each Pricing Date.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Ordinary Shares is Vstock Transfer LLC, located at Woodmere, NY, Utah. Their mailing address
18 Lafayette Place, Woodmere, NY 11598. Their phone number is (212) 828-8436.
NASDAQ
Capital Market Listing
Our
Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “HAPP.”
LEGAL
MATTERS
Except
as otherwise set forth in the applicable prospectus supplement, certain legal matters in connection with the securities offered
pursuant to this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC to the extent governed by the laws
of the State of New York, and by Campbells to the extent governed by the laws of the Cayman Islands.
EXPERTS
The
financial statements incorporated by reference in this prospectus for the year ended March 31, 2020 have been audited by Briggs
& Veselka Co. an independent registered public accounting firm, as set forth in their report thereon included therein, and
incorporated herein by reference, and are included in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
FINANCIAL
INFORMATION
The
financial statements for the fiscal years ended March 31, 2020 and 2019 are included in our Annual Report on Form 20-F, which
are incorporated by reference into this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies
or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We
hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange
Act:
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(1)
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the
Company’s Annual Report on Form 20-F for the fiscal years ended March 31, 2020 and 2019, filed with the SEC on July
24, 2020;
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(2)
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the
Company’s Current Reports on Form 6-K, filed with the SEC on July 31, 2020, September 25, 2020, September 29, 2020,
and November 18, 2020; and
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(3)
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the
description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No.
001-39098) filed with the Commission on October 22, 2019, including any amendment and report subsequently filed for the purpose
of updating that description.
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All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current
Report on Form 6-K, so long as they state that they are incorporated by reference into this
prospectus, and other than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial
filing date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration
statement and (ii) after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated
by reference in this prospectus from the date of filing of the documents, unless we specifically provide otherwise. Information
that we file with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that
any information contained in any Current Report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed
with the SEC, such information or exhibit is specifically not incorporated by reference.
Upon
request, we will provide, without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated
by reference (other than exhibits to the documents that are not specifically incorporated by reference in the documents). Please
direct written or oral requests for copies to us at No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province,
People’s Republic of China, Attention: Xuezhu Wang, 86-0599-782-8808.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement
of which this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important,
you should review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to
the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed
above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers,
and, in accordance with these requirements, we file annual and current reports and other information with the SEC. You may inspect,
read (without charge) and copy the reports and other information we file with the SEC at the SEC’s Public Reference Room
located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at www.sec.gov that contains
our filed reports and other information that we file electronically with the SEC.
We
maintain a corporate website at http://www.fjxfl.com. Information contained on, or that can be accessed through, our website does
not constitute a part of this prospectus.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman
Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability,
an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the
availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws that
provide significantly less protection to investors as compared to the securities laws of the United States. In addition, Cayman
Islands companies may not have standing to sue before the federal courts of the United States.
All
of our assets are located in China. In addition, some of our directors and officers are residents of jurisdictions other than
the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may
be difficult for investors to effect service of process within the United States upon us or our directors and officers, or to
enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability
provisions of the securities laws of the United States or any state in the United States.
According
to our local Cayman Islands’ counsel, there is uncertainty with regard to Cayman Islands law relating to whether a judgment
obtained from the United States or Hong Kong courts under civil liability provisions of the securities laws will be determined
by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman
Islands will not recognize or enforce the judgment against a Cayman Islands’ company. The courts of the Cayman Islands in
the past determined that disgorgement proceedings brought at the instance of the Securities and Exchange Commission are penal
or punitive in nature and such judgments would not be enforceable in the Cayman Islands. Other civil liability provisions of the
securities laws may be characterized as remedial, and therefore enforceable but the Cayman Islands’ Courts have not yet
ruled in this regard. Our Cayman Islands’ counsel has further advised us that a final and conclusive judgment in the federal
or state courts of the United States under which a sum of money is payable other than a sum payable in respect of taxes, fines,
penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands.
As
of the date hereof, no treaty or other form of reciprocity exists between the Cayman Islands and Hong Kong governing the recognition
and enforcement of judgments.
Cayman
Islands’ counsel further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained
in the United States or Hong Kong, a judgment obtained in such jurisdictions will be recognized and enforced in the courts of
the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on
the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (1) is given by a foreign court of
competent jurisdiction, (2) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been
given, (3) is final, (4) is not in respect of taxes, a fine or a penalty, and (5) was not obtained in a manner and is of a kind
the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
PROSPECTUS
Happiness Biotech Group Limited
$80,000,000
Ordinary Shares, Preferred Shares, Debt
Securities
Warrants, Rights and Units
We may, from time to
time in one or more offerings, offer and sell up to $80,000,000 in the aggregate of Ordinary Shares, preferred shares, warrants
to purchase Ordinary Shares or preferred shares, debt securities, rights or any combination of the foregoing, either individually
or as units comprised of one or more of the other securities. The prospectus supplement for each offering of securities will describe
in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please
see “Plan of Distribution” in this prospectus.
This prospectus provides
a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more
supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained
in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing
prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities.
This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
Pursuant to General
Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value
exceeding more than one-third of the aggregate market value of our Ordinary Shares in any 12-month period so long as the aggregate
market value of our outstanding Ordinary Shares held by non-affiliates remains below $75,000,000. During the 12 calendar months
prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction
I.B.5 of Form F-3.
Our Ordinary Shares
are listed on the Nasdaq Capital Market under the symbol “HAPP.” On November 11, 2020, the last reported sale price
of our Ordinary Shares on the Nasdaq Capital Market was $1.84 per share. The applicable prospectus supplement will contain information,
where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered
by the prospectus supplement.
Investing in
our securities involves a high degree of risk. See “Risk Factors” on page 4 of this prospectus and in the
documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, any related free
writing prospectus and other future filings we make with the Securities and Exchange Commission that are incorporated by
reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our
securities.
We may sell these securities
directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional information
on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any
underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of
such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the public
of such securities and the net proceeds we expect to receive from such sale will also be set forth in a 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.
The date of this prospectus is November
12, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act
of 1933, as amended, or the Securities Act, using a “shelf” registration process. Under this shelf registration process,
we may from time to time sell Ordinary Shares, preferred shares, warrants to purchase Ordinary Shares or preferred shares, debt
securities or any combination of the foregoing, either individually or as units comprised of one or more of the other securities,
in one or more offerings up to a total dollar amount of $80,000,000. We have provided to you in this prospectus a general description
of the securities we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by
law, provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.
To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related
free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus;
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date
– for example, a document filed after the date of this prospectus and incorporated by reference into this prospectus or any
prospectus supplement or any related free writing prospectus – the statement in the document having the later date modifies
or supersedes the earlier statement.
We have not authorized
any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may
authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be
provided to you. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial
condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus
supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As permitted by SEC
rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained
in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its
offices described below under “Where You Can Find More Information.”
Unless the context
otherwise requires, all references in this prospectus to “HAPP,” “Happiness Biotech,” “we,”
“us,” “our,” “the Company” or similar words refer to Happiness Biotech Group Limited, together
with our subsidiaries.
COMMONLY USED DEFINED TERMS
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“China,” “Chinese” and “PRC,” are references to the People’s Republic of China;
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“Fujian Happiness” is to Fujian Happiness Biotech Co., Limited, a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Happiness Nanping;
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“Shunchang Happiness” is to Shunchang Happiness Nutraceutical Co., Ltd, a 100% subsidiary of Fujian Happiness;
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“HAPP,” “Happiness Biotech,” “the Company,” “we,” “us,” or “our,” are references to the combined business of Happiness Biotech Group Limited, an exempted company registered in the Cayman Islands with limited liability, and wholly-owned subsidiaries and its consolidated variable interest entities, and in the context of describing our operations and combined and consolidated financial information, also include its affiliated entity and subsidiaries;
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“Happiness Hong Kong” refers to Happiness Biology Technology Group Limited, a Hong Kong limited liability company organized under the laws of Hong Kong and a wholly-owned subsidiary of Happiness Biotech;
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“Happiness Nanping” refers to Happiness (Nanping) Biotech Co., Limited, a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Happiness Hong Kong;
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“Happy Buy” refers to Happy Buy (Fujian) Internet Technology Co., Limited, a limited liability company organized under the laws of the PRC and a wholly-owned subsidiary of Happiness Nanping;
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“Hangzhou CLV” refers to Hangzhou C’est La Vie Interactive Technology Co., Ltd., a limited liability company organized under the laws of the PRC and 51% of its equity interests are owned by Happy Buy;
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“Shares,” “shares,” or “Ordinary shares” refers to the ordinary shares, par value $0.0005, of Happiness Biotech; and
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“US$,” “U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements
of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial
items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed
new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s
beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. The words
“believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,”
“may,” “could,” “should,” “potential,” “likely,” “projects,”
“continue,” “will,” and “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our
current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. We cannot guarantee
that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements and you should
not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ
materially from those indicated or implied by forward-looking statements. These important factors include those discussed under
the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus
supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors and the
other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements
whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
OUR BUSINESS
History and Development of the Company
We were formed under
the name of “Happiness Biotech Group Limited” on February 9, 2018, under the laws of the Cayman Islands. Happiness
Biotech is the sole shareholder of Happiness Hong Kong, incorporated in Hong Kong on March 5, 2018, which is the sole shareholder
of Happiness Nanping. Happiness Nanping was incorporated on June 1, 2018 under the laws of the People’s Republic of China,
as a wholly-owned subsidiary of Happiness Hong Kong and a wholly foreign-owned entity under the PRC laws. Neither Happiness Biotech,
Happiness Hong Kong nor Happiness Nanping is currently engaged in any active business other than acting as holding companies. We
conduct our business mainly through Fujian Happiness, a wholly-owned subsidiary of Happiness Nanping and incorporated on November
19, 2004 under the PRC laws. Fujian Happiness holds all of the equity or ownership of Shunchang Happiness. In addition, Happy Buy
(Fujian) Internet Technology Co., Limited (“Happy Buy”) was incorporated on July 16, 2020, which is a wholly owned
subsidiary of Happiness Nanping. Happy Buy will focus on further developing our e-commerce business. Happy Buy owns 51% of Hangzhou
CLV, which specialized in the monetization and integration of new media e-commerce and supply chain. Through Happy Buy, Fujian
Happiness and Shunchang Happiness, we are a biotech company that specializes in research, development, production and selling of
nutraceutical and dietary supplements made of Ganoderma spore powder and others mainly in China.
On October 25, 2019,
our ordinary shares commenced trading on Nasdaq under the symbol “HAPP.” We raised from our initial public offering
approximately US$11 million, before deducting underwriting discounts and other related expenses.
Business Overview
We are an innovative
nutraceutical and dietary supplements producer focused on the research, development, manufacturing, marketing and sales of a variety
of products made from Chinese herbal and animal extracts in China. We conduct our business through our wholly-owned subsidiaries,
mainly Fujian Happiness. Founded in 2004, Fujian Happiness focuses on providing nutraceutical solutions made from Chinese herbal
extracts. During the outbreak of COVID-19 in China, we have produced portable hand sanitizer and daily protective masks to supplement
our herbal extracts sales but they are not our main products. In addition, Happy Buy was incorporated in July, 2020, to develop
our e-commerce business. We believe enhanced consumer awareness and demand for nutraceutical and dietary supplements, rising health
care costs, aging populations, coupled with our effective sales have been the primary reasons for our growth throughout our 14
years of operating history.
We are one of the leading
companies in Fujian Province specializing in research, development, manufacturing, and marketing of nutraceutical and dietary supplements
authorized by Nutraceutical Association of Fujian Province. Our products are mainly made of Lucidum spore powder (also known as
Ganoderma spore powder or Ganoderma Lucidum spore powder), Cordyceps mycelia, Ejiao, other traditional Chinese herbal and animal
extracts, vitamins, minerals and amino acids. Our brand, “Happiness”, is a well-known trademark in Fujian Province
and well-recognized in the nutraceutical industry in China. Headquartered in Fuzhou, the provincial capital of Fujian Province,
and Nanping, our products are sold throughout China.
The following diagram illustrates our current
corporate structure:
All subsidiaries are 100% wholly owned
by the parent unless otherwise indicated by the percentage in parenthesis.
Corporate Information
Our principal executive
office is located at No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City, Fujian Province, People’s Republic of
China. Our telephone number is + 86-0599-782-8808. We maintain a website at http://www.fjxfl.com that contains information about
our Company, though no information contained on our website is part of this prospectus.
RISK FACTORS
Investing in our securities
involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” described
in our most recent annual report on Form 20-F, filed on July 24, 2020, as supplemented and updated by subsequent current reports
on Form 6-K that we have filed with the SEC, together with all other information contained or incorporated by reference in this
prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection with a specific offering,
before making an investment decision. Each of the risk factors could materially and adversely affect our business, operating results,
financial condition and prospects, as well as the value of an investment in our securities, and the occurrence of any of these
risks might cause you to lose all or part of your investment.
USE OF PROCEEDS
Except as described
in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use
the net proceeds from the sale of the securities offered under this prospectus to fund the development and commercialization of
our projects and the growth of our business, primarily working capital, and for general corporate purposes. We may also use a portion
of the net proceeds to acquire or invest in technologies, products and/or businesses that we believe will enhance the value of
our Company, although we have no current commitments or agreements with respect to any such transactions as of the date of this
prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result,
our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of
our management regarding the application of the proceeds of any sale of the securities. If a material part of the net proceeds
is to be used to repay indebtedness, we will set forth the interest rate and maturity of such indebtedness in a prospectus supplement.
Pending use of the net proceeds will be deposited in interest bearing bank accounts.
DILUTION
If required, we will
set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors
purchasing securities in an offering under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF SHARE CAPITAL
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 Amended and Restated Memorandum and Articles of Association (“M&A”) and by the applicable provisions
of Cayman Islands law.
Our authorized capital
stock consists of 90,000,000 Ordinary Shares with a par value of US$0.0005 each and 10,000,000 Preferred Shares with a par value
of US$0.0005 each.
On September 22, 2020,
we entered into certain securities purchase agreement with certain “non-U.S. Person” as defined in Regulation S of
the Securities Act, pursuant to which we sold 900,000 Ordinary Shares, at a per share purchase price of $2.50. The gross proceeds
to the Company from this private placement transaction was $2.25 million.
As of the date of this
prospectus, there are outstanding warrants to purchase 160,000 Ordinary Shares. Univest Securities, LLC holds warrants to purchase
100,000 Ordinary Shares. Aegis Capital Corporation, WestPark Capital, Inc., and Newbridge Securities Corporation each holds warrants
to purchase 20,000 Ordinary Shares. These warrants were issued to the underwriters on October 29, 2019, in connection with our
initial public offering. The warrants are exercisable at a per share price equal to $6.60, in whole or in part, from the date of
issuance and will expire in five years following the issuance.
As of the date of this
prospectus, there were 25,900,000 Ordinary Shares issued and outstanding and no preferred shares outstanding.
The following description
of our capital stock is intended as a summary only and is qualified in its entirety by reference to our M&A, which have been
filed previously with the SEC, and applicable provisions of Cayman Islands law.
We, directly or through
agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, up to $80,000,000
in the aggregate of:
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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 Ordinary Shares, preferred shares or other securities. The preferred shares
may also be exchangeable for and/or convertible into Ordinary Shares, another series of preferred shares or other securities. The
debt securities, the preferred shares, the Ordinary Shares 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.
Ordinary Shares
As of the date of this
prospectus, there were 25,900,000 Ordinary Shares issued and outstanding, held of record by 23 shareholders.
The holders of our
Ordinary Shares are entitled to dividends out of funds legally available when and as declared by our board of directors (the “Board”).
In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended
by our directors.
On July 31, 2020, our
Board declared a special cash dividend of $0.015 per Ordinary Shares, payable to our shareholders of record as of August 10, 2020. The
dividend, equal to $375,000 in the aggregate, was paid on August 17, 2020.
While any future dividends
will be determined by our directors after consideration of the earnings, financial condition, and other relevant factors, it is
currently expected that available cash resources will be utilized in connection with our ongoing operations.
Each outstanding Ordinary
Share entitles the holder thereof to one vote per share on all matters. Our M&A provide that elections for directors shall
be by a plurality of votes. Subject to any special rights or restrictions as to voting attached to any shares, every shareholder
who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or
the person represented by proxy is the holder. All votes at meetings of members shall be by way of poll. In addition, all shareholders
holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given
either personally or by proxy.
Transfer of Ordinary Shares
Subject to the M&A,
any member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed
by the NASDAQ or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing
house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution
as the Board may approve from time to time. Our board of directors may, in its absolute discretion, and without assigning any reason,
refuse to register any transfer of any ordinary share which is not fully paid up or upon which our company has a lien. Our directors
may also decline to register any transfer of any ordinary share unless (a) a fee of such maximum sum as the NASDAQ may determine
to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; (b) the
instrument of transfer is in respect of only one class of shares; (c) the instrument of transfer is lodged at the Office or such
other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied
by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that
person so to do); and (d) if applicable, the instrument of transfer is duly and properly stamped.
If our directors refuse
to register a transfer they shall, within one months after the date on which the instrument of transfer was lodged, send to each
of the transferor and the transferee notice of such refusal. The registration of transfers may, on fourteen (14) days’
notice being given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with
the requirements of the NASDAQ to that effect, be suspended at such times and for such periods (not exceeding in the whole thirty
(30) calendar days in any year) as our directors may determine.
Winding-Up/Liquidation
If we are wound up,
the shareholders may, subject to the articles and any other sanction required by the Cayman Companies Law, pass a special resolution
voluntarily winding up the company. Upon being appointed, a liquidator may do either or both of the following with the authority
of a special resolution:
(a) divide in specie
among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the
division shall be carried out as between the shareholders or different classes of shareholders; and
(b) vest the whole
or any part of the assets in trustees for the benefit of shareholders as the liquidator thinks fit.
The directors have
the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction
of a resolution passed at a general meeting.
Calls on Ordinary Shares and Forfeiture
of Ordinary Shares
Our board of directors
may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders
at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the
specified time are subject to forfeiture.
Redemption of Shares
We may issue shares
on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may
be determined by our Board of Directors.
Inspection of Books and Records
The accounting records
shall be kept at the office or, at such other place or places as the board decides and shall always be open to inspection by the
directors. No member, non-director, shall have any right of inspecting any accounting record or book or document of the company
except as conferred by the law or authorized by the board or the members in general meeting.
Issuance of Additional Shares
Our M&A authorize
our board of directors to issue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the
extent there are available authorized but unissued shares.
Our M&A also authorizes
our board of directors to establish from time to time one or more series of preferred shares and to determine, subject to compliance
with the variation of rights of shares provision in the M&A, with respect to any series of preferred shares, the terms and
rights of that series, including:
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the designation of the series;
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the number of shares of the series;
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the dividend rights, dividend rates, conversion rights, voting rights; and
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the rights and terms of redemption and liquidation preferences.
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Our board of directors may, issue preferred
shares without action by our shareholders to the extent there are authorized but unissued shares available.
General Meetings of Shareholders and
Shareholder Proposals.
As a Cayman Islands
exempted company, we are not obligated by the Cayman Companies Law to call shareholders’ annual general meetings; however,
our articles provide that the Company shall hold a general meeting as an annual general meeting in each year other than the year
in which the Articles are adopted. Any annual general meeting held shall be held at such time and place as may be determined by
our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.
The directors may convene
general meetings whenever they think fit. Upon the written request of shareholders holding 20% or more of the issued share capital
of the Company carrying the right to vote in respect of the matter for which the meeting is requisitioned, any one or more of the
directors shall forthwith proceed to convene a meeting of shareholders. The written request of shareholders to requisition a meeting
must state the objects of the meeting and must be signed by the shareholders requisitioning the meeting. The written request must
be lodged at the principal place of business of the Company (with a copy to the registered office) and may be delivered in counterpart.
If our board of directors do not within 21 calendar days, proceed to convene a meeting of shareholders within a further 21 days,
the requisitionists, or any of them together holding at least half of the total voting rights of all of them may convene the general
meeting but any meeting so convened shall not be held after the expiration of three months after the expiration of the second 21
calendar days.
At least ten (10) clear
days’ notice of a meeting shall be given to shareholders entitled to attend and vote at such meeting where such meeting is
convened by the directors.
Subject to the Cayman
Companies Law, a general meeting may be convened on shorter notice, if
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In the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
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In the case of any other meeting, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent (95%) in nominal value of the issued shares giving that right.
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The presence of one
or more shareholders entitled to vote, whether in person or represented by proxy or (if a corporation) by its duly appointed representative
representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting,
shall constitute a quorum at a general meeting.
If, within 30 minutes
(or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) from the time appointed for the
meeting a quorum is not present, the meeting, shall stand adjourned to the same day in the next week at the same time and place
or to such other time and place as is determined by the directors and if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting the meeting shall be dissolved.
The chairman may, with
the consent of a meeting at which a quorum is present, adjourn the meeting. When a meeting is adjourned for fourteen days or more,
at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned
meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting.
At any general meeting
a resolution put to the vote of the meeting shall be decided by poll by the affirmative vote of the majority of issued shares held
by persons present in person or by proxy at the meeting entitled to vote and each shareholder shall be entitled to one vote in
respect of each fully paid share held. A declaration by the chairman that a resolution has been carried, or carried unanimously,
or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book
of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or
against the resolution.
In the case of an equality
of votes, on a poll, the chairman of the meeting at shall be entitled to a second or casting vote in addition to any other votes
he may have.
Register of Members
Under Cayman Islands
law, we must keep a register of members and there should be entered therein:
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the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
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Under Cayman Islands
law, the register of members of our Company is prima facie evidence of the matters set out therein (i.e. the register of members
will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members
is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
Once our register of members has been updated, the shareholders recorded in the register of members are deemed to have legal title
to the shares set against their name.
If the name of any
person is incorrectly entered in, or omitted from, our register of members, or if there is any default or unnecessary delay in
entering on the register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or
any member of our Company or our Company itself) may apply to the Cayman Islands Grand Court for an order that the register be
rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for
the rectification of the register.
Indemnification of Directors and
Executive Officers and Limitation of Liability
Cayman Islands law
does not limit the extent to which a company’s M&A may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our M&A require us to indemnify our officers and directors for
actions, costs, charges, losses, damages, and expenses (“Indemnified Losses”) incurred in their capacities as such
unless such Indemnified Losses arise from dishonesty or fraud of such directors or officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Preferred Shares
Our M&A
also authorizes our Board to establish from time to time one or more series of preferred shares and to determine, subject to compliance
with the variation of rights of shares provision in the M&A, with respect to any series of preferred shares, the terms and
rights of that series, including:
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the designation of the series;
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the number of shares of the series;
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the dividend rights, dividend rates, conversion rights, voting rights; and
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the rights and terms of redemption and liquidation preferences.
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Our
Board may, issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available.
You
should refer to the prospectus supplement relating to the series of preferred shares 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 shares 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 shares being offered will cumulate;
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the voting rights, if any, of the holders of preferred shares being offered;
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the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred shares 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 shares being offered will be convertible into our Ordinary Shares, 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 shares 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 shares being offered on any securities exchange;
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a discussion of any material federal income tax considerations applicable to the preferred shares being offered;
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the relative ranking and preferences of the preferred shares 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 shares ranking senior or equal to the series of preferred shares 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 preferred shares 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 share terms selected by the Board could decrease the amount of earnings and assets available for distribution to holders
of our Ordinary Shares or adversely affect the rights and power, including voting rights, of the holders of our Ordinary Shares
without any further vote or action by the stockholders. The rights of holders of our Ordinary Shares will be subject to, and may
be adversely affected by, the rights of the holders of any preferred shares that may be issued by us in the future. The issuance
of preferred shares could also have the effect of delaying or preventing a change in control of our company or make removal of
management more difficult.
Description of 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.
The Indenture or forms
of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part.
As you read this
section, please remember that for each series of debt securities, the specific terms of your debt security as described in the
applicable prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in the summary
below. The statement we make in this section may not apply to your debt security.
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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We 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 its 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;
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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, 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 Ordinary Shares, preferred shares 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.
Description of Warrants
We may issue warrants
to purchase our Ordinary Shares or preferred shares. Warrants may be issued independently or together with any other securities
that may be sold by us pursuant to this prospectus or any combination of the foregoing and may be attached to, or separate from,
such 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 warrant agent. While the terms we have summarized below will apply
generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants
that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms
of any warrants offered under a prospectus supplement may differ from the terms described below.
We will file as exhibits
to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we
file with the SEC, the form of the warrant and/or warrant agreement, if any, which may include a form of warrant certificate, as
applicable that describes the terms of the particular series of warrants we may offer before the issuance of the related series
of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by
us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material
provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions
of the form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge
you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.
The particular terms
of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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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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Exercise of Warrants
Each warrant will entitle
the holder of warrants to purchase the number of Ordinary Shares or preferred shares of the relevant class or series 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. If we so indicate in the applicable prospectus supplement, holders of the
warrants may surrender securities as all or part of the exercise price for warrants.
Prior to the exercise
of any warrants to purchase Ordinary Shares or preferred shares of the relevant class or series, holders of the warrants will not
have any of the rights of holders of Ordinary Shares or preferred shares purchasable upon exercise, including the right to vote
or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the Ordinary Shares or preferred
shares purchasable upon exercise, if any.
Description of 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 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.
Description of Units
The following description,
together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms
and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally
to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail
in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that
are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its
effectiveness.
We will file as an
exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report
we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the
terms of the 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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the price or prices at which the units will be issued;
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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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a discussion of certain United States federal income tax considerations applicable to the units; and
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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 “Description of Share Capital - Ordinary Shares and Preferred Shares”
and “Description of Warrants” will apply to each unit and to any Ordinary Shares, preferred shares or warrant included
in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in
numerous distinct series as we determine.
Transfer Agent and Registrar
The transfer agent
and registrar for our Ordinary Shares is Vstock Transfer LLC, located at Woodmere, NY, Utah. Their mailing address 18 Lafayette
Place, Woodmere, NY 11598. Their phone number is (212) 828-8436.
NASDAQ Capital Market Listing
Our Ordinary Shares are listed on the NASDAQ
Capital Market under the symbol “HAPP.”
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 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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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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any over-allotment options under which underwriters may purchase additional securities from us;
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the net proceeds from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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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 public 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 public 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 Ordinary Shares, 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
Securities 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
Except as otherwise
set forth in the applicable prospectus supplement, certain legal matters in connection with the securities offered pursuant to
this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC to the extent governed by the laws of the State
of New York, and by Campbells to the extent governed by the laws of the Cayman Islands. If legal matters in connection with offerings
made pursuant to this prospectus are passed upon by counsel to underwriters, dealers or agents, such counsel will be named in the
applicable prospectus supplement relating to any such offering.
EXPERTS
The financial statements
incorporated by reference in this prospectus for the year ended March 31, 2020 have been audited by Briggs & Veselka Co. an
independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by
reference, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
FINANCIAL INFORMATION
The financial
statements for the fiscal years ended March 31, 2020 and 2019 are included in our Annual Report on Form 20-F, which are
incorporated by reference into this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus the information we file with the SEC. This means that we can disclose
important information to you by referring you to those documents. Any statement contained in a document incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes
such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We hereby incorporate
by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
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the description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-39098) filed with the Commission on October 22, 2019, including any amendment and report subsequently filed for the purpose of updating that description.
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All documents that
we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current Report on
Form 6-K, so long as they state that they are incorporated by reference into this prospectus,
and other than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing
date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement
and (ii) after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference
in this prospectus from the date of filing of the documents, unless we specifically provide otherwise. Information that we file
with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that any information
contained in any Current Report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such
information or exhibit is specifically not incorporated by reference.
Upon request, we will
provide, without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated by reference
(other than exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written
or oral requests for copies to us at No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s
Republic of China, Attention: Xuezhu Wang, 86-0599-782-8808.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC
rules, this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus
forms a part. Since this prospectus may not contain all of the information that you may find important, you should review the full
text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of
which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement
or other document is qualified in its entirety by reference to the actual document.
We are subject to the
information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance
with these requirements, we file annual and current reports and other information with the SEC. You may inspect, read (without
charge) and copy the reports and other information we file with the SEC at the SEC’s Public Reference Room located at 100
F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an internet website at www.sec.gov that contains our filed reports
and other information that we file electronically with the SEC.
We maintain a corporate
website at http://www.fjxfl.com. Information contained on, or that can be accessed through, our website does not constitute a part
of this prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated
under the laws of the Cayman Islands as an exempted company with limited liability. We incorporated in the Cayman Islands because
of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective
judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability
of professional and support services. However, the Cayman Islands have a less developed body of securities laws that provide significantly
less protection to investors as compared to the securities laws of the United States. In addition, Cayman Islands companies may
not have standing to sue before the federal courts of the United States.
All of our assets are
located in China. In addition, some of our directors and officers are residents of jurisdictions other than the United States and
all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors
to effect service of process within the United States upon us or our directors and officers, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state in the United States.
According to our local
Cayman Islands’ counsel, there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from
the United States or Hong Kong courts under civil liability provisions of the securities laws will be determined by the courts
of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not
recognize or enforce the judgment against a Cayman Islands’ company. The courts of the Cayman Islands in the past determined
that disgorgement proceedings brought at the instance of the Securities and Exchange Commission are penal or punitive in nature
and such judgments would not be enforceable in the Cayman Islands. Other civil liability provisions of the securities laws may
be characterized as remedial, and therefore enforceable but the Cayman Islands’ Courts have not yet ruled in this regard.
Our Cayman Islands’ counsel has further advised us that a final and conclusive judgment in the federal or state courts of
the United States under which a sum of money is payable other than a sum payable in respect of taxes, fines, penalties or similar
charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands.
As of the date hereof,
no treaty or other form of reciprocity exists between the Cayman Islands and Hong Kong governing the recognition and enforcement
of judgments.
Cayman Islands’
counsel further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United
States or Hong Kong, a judgment obtained in such jurisdictions will be recognized and enforced in the courts of the Cayman Islands
at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment
debt in the Grand Court of the Cayman Islands, provided such judgment (1) is given by a foreign court of competent jurisdiction,
(2) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (3) is final, (4)
is not in respect of taxes, a fine or a penalty, and (5) was not obtained in a manner and is of a kind the enforcement of which
is contrary to natural justice or the public policy of the Cayman Islands.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.
HAPPINESS
BIOTECH GROUP LIMITED
42,000,000
Ordinary Shares
PROSPECTUS
PROSUPPECTUS
January
4, 2021
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