Exhibit 5.1
As filed with the Securities and Exchange Commission on December 11, 2020.
Registration No. 333-248876
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wunong Net Technology Company Limited
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 5961 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
B401, 4th Floor Building 12, Hangcheng Street,
Hourui No. 2 Industrial District,
Southern Section, Zhichuang Juzhen Double Creative Park,
Bao’an District, Shenzhen, People’s Republic of China
+86-755-85255139
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Coverdale Trust Services Limited
30 de Castro Street,
P.O. Box 4519,
Road Town, Tortola,
British Virgin Islands
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Benjamin Tan, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th Floor New York, NY 10036 (212) 930-9700 – telephone (212) 930-9725 – facsimile |
William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Yarona L. Yieh, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue, 3rd Floor New York, NY 10022 +1-212-588-0022 — telephone +1-212-826-9307 — facsimile |
Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company [X]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
| Title of Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Share | Proposed Maximum Aggregate offering Price(1) | Amount of Registration Fee | ||||||||||||
| Ordinary Shares, no par value (2) | 5,166,578 | $ | 6.00 | $ | 30,999,468 | $ | 3,383 | |||||||||
| Total | 5,166,578 | $ | 6.00 | $ | 30,999,468 | $ | 3,382 | * | ||||||||
| (1) | The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the maximum number of shares at the highest expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
| (2) | Includes 999,911 Ordinary Shares to be sold by the selling shareholders. In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
* Previously paid
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall the become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 5 to Registration Statement on Form F-1 (File No. 333-248876) is to re-file Exhibits 5.1, 8.1 and 23.2 to the Registration Statement under Item 8 an executed revised British Virgin Islands counsel’s opinion. No other changes have been made to the Registration Statement or the preliminary prospectus forming part thereof. Accordingly, Parts I and II of the Registration Statement have been omitted from this Amendment No. 5 to Registration Statement on Form F-1.
Item 8. Exhibits and Financial Statement Schedules
(a) Exhibits
The following exhibits are filed herewith or incorporated by reference in this prospectus:
EXHIBIT INDEX
*Filed herewith
** Previously Filed
* Filed herewith
** Previously Filed
(b) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on December 11, 2020.
| Wunong Net Technology Company Limited | ||
| By: | /s/ Xiaogang Qin | |
Xiaogang Qin Chief Executive Officer (Principal Executive Officer) | ||
| /s/ Lin He | ||
| Lin He | ||
| Chief Financial Officer | ||
| Principal Accounting and Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Xiaogang Qin and Lin He as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Xiaogang Qin | Chief Executive Officer | December 11, 2020 | ||
| Xiaogang Qin | (Principal Executive Officer) | |||
| /s/ Lin He | Chief Financial Officer | December 11, 2020 | ||
| Lin He | (Principal Accounting and Financial Officer) | |||
| /s/ Peijiang Chen | Chairman and Director | December 11, 2020 | ||
| Peijiang Chen |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on December 11, 2020.
| Sichenzia Ross Ference LLP | ||
| By: | /s/ Benjamin Tan | |
| Name: | Benjamin Tan | |
| Title: | Partner | |
Exhibit 5.1