PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1 TO
FORM 20-F
☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-39098
Happiness Development Group Limited
(Exact name of Registrant as specified in its charter)
N/A
(Translation of the Registrant's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian Province, People's Republic of China
(Address of principal executive offices)
Xuezhu Wang, Chief Executive Officer
Telephone: +86-0599-782-8808
No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City
Fujian Province, People's Republic of China
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
* Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol |
Name of Each Exchange On Which Registered | ||
| Ordinary shares, par value US$0.0005 per share | HAPP | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
The number of outstanding shares of each of the issuer's classes of capital or common stock as of August 15, 2022 were 66,854,583 Class A ordinary shares, par value $0.0005 per share and 12,245,100 Class B ordinary shares, par value $0.0005 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | U.S. GAAP | ☐ |
International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐ | Other |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
| Auditor Name: TPS Thayer, LLC | Auditor Location: Sugar Land, TX | Auditor Firm ID: 6706 |
EXPLANATORY NOTE
This Amendment (this "Amendment") to the annual report on Form 20-F (File No.001-39098), initially filed on August 15, 2022 is being filed as an exhibits-only filing, solely for the purpose of adding Exhibit 23.1, which were inadvertently omitted from the Form 20-F.
Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.
ITEM 19. EXHIBITS
EXHIBIT INDEX
| Incorporated by reference to | Filed | |||||||||
| Exhibit No. | Description | Form Exhibit Filing Date | herewith | |||||||
| 1.1 | Original Memorandum and Articles of Association dated March 4, 2019 | F-1 | 3.1 | March 8, 2019 | ||||||
| 1.2 | First Amended and Restated Articles of Association | F-1 | 3.1 | March 28, 2019 | ||||||
| 1.3 | First Amended and Restated Memorandum of Association | F-1 | 3.2 | March 28, 2019 | ||||||
| 1.4 | Second Amended and Restated Memorandum and Articles of Association | 20-F | 1.4 | August 15, 2022 | ||||||
| 2.1 | Specimen Certificate for Ordinary Shares | F-1 | 4.1 | March 28, 2019 | ||||||
| 4.1 | Employment Agreement by and between CEO Xuezhu Wang and the Company dated August 28, 2018 | F-1 | 10.3 | March 28, 2019 | ||||||
| 4.2 | Employment Agreement by and between CFO Jiong Bian and the Company dated August 26, 2018 | F-1 | 10.4 | March 28, 2019 | ||||||
| 4.3 | Form of Securities Purchase Agreement, by and between Happiness Development Group Limited (formerly known as "Happiness Biotech Group Limited") and the Purchasers, dated June 25, 2021 | 6-K | 1.1 | July 1, 2021 | ||||||
| 4.4 | Share Purchase Agreement, by and among Happiness Development Group Limited (formerly known as "Happiness Biotech Group Limited"), Fujian Happiness Biotech Co., Limited, and Fujian Shennong Jiagu Development Co., Ltd., dated October 14, 2021 | 6-K | 4.1 | October 25, 2021 | ||||||
| 4.5 | Form of Securities Purchase Agreement, by and between Happiness Development Group Limited (formerly known as "Happiness Biotech Group Limited") and the Purchasers, dated January 18, 2022 | 6-K | 99.1 | January 21, 2022 | ||||||
| 4.6 | Equity Transfer Agreement, by and among Happiness Development Group Limited (formerly known as "Happiness Biotech Group Limited"), Fujian Happiness Biotech Co., Limited, and Fuzhou Hekangyuan Trading Co., Ltd., dated March 4, 2022 | 6-K | 4.1 | March 7, 2022 | ||||||
| 4.7 | Form of Securities Purchase Agreement, by and between Happiness Development Group Limited (formerly known as "Happiness Biotech Group Limited") and the Purchasers, dated March 11, 2022 | 6-K | 1.1 | March 16, 2022 | ||||||
| 8.1 | List of Subsidiaries | 20-F | 8.1 | August 15, 2022 | ||||||
| 11.1 | Code of Business Conduct and Ethics of the Registrant | F-1 | 99.1 | May 3, 2019 | ||||||
| 12.1 | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | X | ||||||||
| 12.2 | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | X | ||||||||
| 13.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 23.1 | Consent of TPS Thayer, LLC | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on this Amendment to Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Date: August 18, 2022 | HAPPINESS DEVELOPMENT GROUP LIMITED |
| /s/ Xuezhu Wang | |
| Xuezhu Wang | |
| Chief Executive Officer |
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Happiness Biotech Group Ltd. published this content on 18 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2022 21:33:07 UTC.
