0001213900-21-048853.txt : 20230215 0001213900-21-048853.hdr.sgml : 20230215 20210920163405 ACCESSION NUMBER: 0001213900-21-048853 CONFORMED SUBMISSION TYPE: DRS PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20210920 20230215 DATE AS OF CHANGE: 20210922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Earntz Healthcare Products, Inc. CENTRAL INDEX KEY: 0001883934 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DRS SEC ACT: 1933 Act SEC FILE NUMBER: 377-05512 FILM NUMBER: 211263627 BUSINESS ADDRESS: STREET 1: 88 JIANGONG ROAD, BUILDING #3 STREET 2: FENGJING, JINSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 20502 BUSINESS PHONE: 86 21 5735-8082 MAIL ADDRESS: STREET 1: 88 JIANGONG ROAD, BUILDING #3 STREET 2: FENGJING, JINSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 20502 DRS 1 filename1.htm

As confidentially submitted to the U.S. Securities and Exchange Commission on September 20, 2021.
This draft registration statement has not been publicly filed with the U.S. Securities and
Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Earntz Healthcare Products, Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands	5047	Not Applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification number)

Mr. Junjie Hu

88 Jiangong Road, Building #3

Fengjing, Jinshan District, Shanghai China 201502

Tel: + (86) 21 5735-8082

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor
New York, NY 10168

Phone: (800) 221-0102

Fax: (800) 944-6607

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey Li, Esq.

FisherBroyles, LLP

1200 G Street NW, Suite 800

Washington, D.C. 20005

(202) 830-5905

Approximate date of commencement of proposed sale to the public: as soon as practicable 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 ☒

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
Offering
Price per
Share

Proposed
Maximum
Aggregate
Offering
Price (1)

Amount of
Registration
Fee⁽²⁾

Ordinary shares, par value $0.0001 per share⁽³⁾

[__]

Underwriters’ warrants ⁽⁴⁾

[__]

Ordinary shares underlying underwriters’ warrants ⁽⁴⁾

[__]

Total

[__]

(1)	The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). Includes [ ] additional shares (up to 15% of the ordinary shares offered to the public) that the Underwriter has the option to purchase to cover over-allotments, if any.
(2)	To be paid upon first non-confidential filing of registration statement with the Securities and Exchange Commission
(3)	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.
(4)	In accordance with Rule 457(g) under the Securities Act, because the Registrant’s ordinary shares underlying the underwriter’s warrants (as defined below) are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. We have agreed to issue, on the closing date of this offering warrants (the “underwriter’s warrants”) to [ ] in an amount equal to 10% of the aggregate number of Ordinary Shares sold by us in this offering. The exercise price of the underwriter’s warrants is equal to [ ]% of the price of our Ordinary Shares offered hereby. The underwriter’s warrants are exercisable for a period of five years from the effective date of the registration statement of which this prospectus forms a part and will terminate on the fifth anniversary of the effective date of the registration statement.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion

Dated [ ], 2021

[ ] Ordinary Shares

Earntz Healthcare Products, Inc.

This is the initial public offering of the ordinary shares of Earntz Healthcare Products, Inc. We are offering [__] ordinary shares. We expect the initial public offering price of the shares to be [$__] per share. Currently, no public market exists for our ordinary shares. We will apply to have our ordinary shares listed on the Nasdaq Capital Market (“NASDAQ”). We have reserved the trading symbol EARNTZ for listing on the NASDAQ. There is no guarantee or assurance that our Ordinary Shares will be approved for listing on NASDAQ. However, we will not complete this offering unless we are so listed.

Upon the completion of this offering, we will be a “controlled company” as defined under Nasdaq Stock Market Rules because Mr. Junjie Hu, the chairman of our board of directors and our chief executive officer, will beneficially own [ ]% of our total outstanding ordinary shares assuming the underwriters do not exercise their over-allotment option, or [ ]% of our total outstanding ordinary shares if the underwriters exercise their over-allotment option in full. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

The offering is being made on a “firm commitment” basis by [ ]. See “Underwriting.”

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements.

Investing in our ordinary shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered before making a decision to purchase our ordinary shares.

We are a Cayman Islands holding company without material operations and our business is conducted by our VIE in China and this structure involves unique risks to investors. See “Risk Factors— Risks Relating to Doing Business in China —Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations” and “Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact our business operations, decrease the value of our ordinary shares and limit the legal protections available to us.”

There are legal and operational risks associated with being based in and having all our operations in China. The Chinese government recently took regulatory actions on certain U.S. listed Chinese companies and made statement that it will exert more oversight and control over offerings and listings by Chinese companies that are conducted overseas. Any change in foreign investment regulations, and other policies in China or related enforcement actions by China government could result in a material change in our operations and the value of our ordinary shares and could significantly limit or completely hinder our ability to offer our ordinary shares to investors or cause the value of our ordinary shares to significantly decline or be worthless.

We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct a substantial majority of our business through our operating variable interest entity, or VIE in China. Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company, and we do not have any equity ownership of our VIE, instead we control and receive the economic benefits of our VIE’s business operations through certain contractual arrangements, which are used to replicate foreign investment in Chinese-based companies where Chinese law may restrict or prohibit certain direct foreign investment in the Chinese operating companies. Investors of our ordinary shares will not own any equity interests in our operating VIE, but instead own shares of a Cayman Islands holding company.

The Company, we, us, our company, and our are referred to Earntz Healthcare Products, Inc., a holding company incorporated under the laws of the Cayman Islands, and its subsidiaries and VIE. We currently conduct our business through our VIE Shanghai Earntz Nonwoven Co., Ltd., a company incorporated under the laws of China, which manufactures and sells nonwoven fabrics and related healthcare products.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts	$	$
Proceeds to us, before expenses	$	$

(1)

The underwriter will receive compensation in addition to such discounts as set forth under “Underwriting.”

We have granted the underwriter a 45-day option to purchase up to an additional __________ ordinary shares at the public offering price, less the underwriting discounts, to cover any over-allotments. We have agreed to issue, on the closing date of this offering, the underwriters’ warrants to the representative of the underwriters, [ ], to purchase an amount equal to 10% of the aggregate number of ordinary shares sold by us in this offering. For a description of other terms of the underwriters’ warrants and a description of the other compensation to be received by the underwriter, see “Underwriting.”

The underwriter expects to deliver the Ordinary Shares against payment as set forth under “Underwriting”, on or about ●, 2021.

The date of this prospectus is ●, 2021

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	50
USE OF PROCEEDS	51
Dividend Policy	52
CAPITALIZATION	53
DILUTION	53
EXCHANGE RATE INFORMATION	55
ENFORCEABILITY OF CIVIL LIABILITIES	56
CORPORATE HISTORY AND STRUCTURE	57
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA	62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	63
INDUSTRY OVERVIEW	73
BUSINESS	78
MANAGEMENT	95
PRINCIPAL SHAREHOLDERS	99
RELATED PARTY TRANSACTIONS	100
DESCRIPTION OF SHARE CAPITAL	101
SHARES ELIGIBLE FOR FUTURE SALE	106
TAXATION	107
UNDERWRITING	113
EXPENSES RELATING TO THIS OFFERING	121
LEGAL MATTERS	121
EXPERTS	121
WHERE YOU CAN FIND ADDITIONAL INFORMATION	121
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

About this Prospectus

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus. We are offering to sell, and seeking offers to buy, the Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.

For investors outside the United States, neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

We were incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934.

Until and including ●, 2021 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriter have authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriter take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of our Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since that date

Other Pertinent Information

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

●

“China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only.

●

“EIT” is to PRC enterprise income tax;

●

“Earntz Healthcare,” “Earntz Cayman,” “we,” “us,” “our company,” and “our” are to Earntz Healthcare Products, Inc., a Cayman Islands exempted company with limited liability, and its subsidiary and consolidated entity;

●

“Earntz International” is to Earntz International Limited, which was incorporated under the laws of Hong Kong on March 19, 2021 and is a wholly owned subsidiary of Earntz Healthcare;

●

“MOFCOM” is to the Ministry of Commerce of the PRC;

●

“Ordinary Share(s)” are to our ordinary shares with a par value of US$0.0001 per share;

●

“RMB” and “Renminbi” refer to the legal currency of China;

●

“SAFE” is to the State Administration of Foreign Exchange;

●

“Shanghai Earn and Earn” and “WFOE” are to Shanghai Earn and Earn Management Consulting Co., Ltd. a wholly foreign-owned entity (“WFOE”) incorporated by Earntz International under the laws of the People’s Republic of China on July 8, 2021.

●

“Shanghai Earntz” is to Shanghai Earntz Nonwoven Co., Ltd., incorporated on July 25, 2016 under the laws of the People’s Republic of China, which is our variable interest entity that carries out our business operations in China;

●

“US$,” “U.S. dollars,” “$” and “dollars” are to the legal currency of the United States; and

●

“VIE” is to variable interest entity.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriter of its over-allotment option.

Our business is conducted by our VIE in the PRC, using Renminbi (“RMB”), the currency of China. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

iii

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under “Risk Factors” beginning on page 14. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

All references to “we,” “us,” “our,” “Company,” “Registrant” or similar terms used in this prospectus refer to Earntz Healthcare Products, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, including its consolidated subsidiaries and variable interest entity (“VIE”), unless the context otherwise indicates. We currently conduct our business through Earntz International Limited, Shanghai Earn and Earn Management Consulting Co., Ltd. and Shanghai Earntz Nonwoven Co., Ltd, our operating entity in China.

“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau, “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States.

Our Business

We are a holding company incorporated in the Cayman Islands. Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our business through our operating VIE in China. Neither we nor our subsidiaries own any shares in our VIE, Shanghai Earntz. Instead, we control and receive the economic benefits of the business operations of Shanghai Earntz through a series of contractual arrangements (the “VIE Agreements”).

We, through Shanghai Earntz, manufacture and sell nonwoven fabrics and related healthcare products, including disposable non-surgical face masks, eye masks, gloves, diapers, and feminine hygiene pads. Nonwoven fabrics provide specific functions such as absorbency, liquid repellence, resilience, stretch, softness, strength, flame retardancy, washability, cushioning, thermal insulation, acoustic insulation, filtration, use as a bacterial barrier and sterility. In combination with other materials, nonwoven fabrics are widely adopted in healthcare and consumer products industry.

Shanghai Earntz has two high quality Kasen melt-blown production lines imported from Japan. These production lines can produce melt-blown nonwoven fabrics with a filtration efficiency of 99.99%, which can be used to manufacture European FFP3 masks that have the highest protection level. Our mask products obtained many qualifications and test certifications, such as: 1) CE certification, FFP2, FFP3 level; 2) China KN95 level certification; and 3) EUA certification of US FDA. Shanghai Earntz also has obtained production permit for its mask products issued by Shanghai Administration of Market Regulation.

Our principal office and manufacturing facility is located in Shanghai, one of the largest business and logistics hubs in China. Our primary raw materials are fibers and fabrics. Shanghai Earntz sources raw materials from recognized international brands such as Toray Chemical. In 2020, about one third of our products sold to international market to countries such as the United States, Japan, Australia, Russia, European Union, the United Kingdom, Brazil, Chile, Peru, and Columbia.

We generate revenue primarily from sales of nonwoven fabrics and face masks to domestic and international customers. Our total revenue increased approximately $36.3 million, or 342%, from approximately $10.6 million for the year ended December 31, 2019 to approximately $46.9 million for the year ended December 31, 2020, of which 66% of our revenue were generated from domestic sales and 34% from international sales in 2020. Our net income increased by approximately $9.7 million, or 2,756%, from approximately $0.4 million for the year ended December 31, 2019 to approximately $10.1 million for the year ended December 31, 2020. Our sales and net income increased significantly during the pandemic as the demand for PPE (Personal Protective Equipment) reached an all-time high in 2020. There are still great uncertainties surrounding the future development of COVID-19 including new COVID-19 variants, the efficacy and distribution of COVID-19 vaccines and mandatory face mask requirements by government authorities. Therefore, the market demand for PPE products and the related financial impact cannot be reasonably estimated at this time. However, we expect PPE will represent a relatively smaller percentage in our revenues in the long-term and we intend to allocate more resources and efforts on the development of sanitary products including adult diapers and feminine hygiene pads.

Our VIE Shanghai Earntz is incorporated and operating in mainland China. Shanghai Earntz has received all required permissions from Chinese authorities to operate its current business in China, including a Business license, Customs Registration Certificate, Bank Account Open Permit, Production Permit for Healthcare Products and Approval regarding Environmental Protection, Production Permit from Shanghai Administration for Market Regulation. In August 2021, Shanghai Eartnz was ranked at No. 4 of the top 50 growth companies in Shanghai by Shanghai Enterprise Federation, Shanghai Entrepreneurs'Association and Jiefang Daily.

We, through Shanghai Earntz, manufacture and sell nonwoven fabrics and related healthcare products and we are not a Critical Information Infrastructure Operator (“CIIO”) or a Data Processing Operator (“DPO”) as defined in Cybersecurity Review Measures (Revised Draft for Public Comments) published by Cyberspace Administration of China or the CAC on July 10, 2021. As of the date of this prospectus, we, our PRC subsidiary and VIE, (1) are not required to obtain permissions from any PRC authorities to issue our ordinary shares to foreign investors, (2) are not subject to permission requirements from China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China (“CAC”) or any other entity that is required to approve of our VIEs’ operations, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we, our PRC subsidiary or VIE, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Dividend Distribution

Our PRC operating entity receives substantially all of our revenue and all domestic sales in China are paid in RMB. Under our current corporate structure, to fund any cash and financing requirements we may have, Earntz Healthcare may rely on dividend payments from Earntz International Limited. WFOE receives payments from Shanghai Earntz, pursuant to the VIE Agreements. WFOE may make distribution of such payments to Earntz International Limited as dividends.

Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiary, WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of Earntz Healthcare who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiary in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

As of the date of this prospectus, WFOE has not made any dividends or distributions to Earntz International Limited, Earntz International Limited has not made any dividends or distribution to the holding company, and no dividends or distributions have been made by the Company. We intend to keep any future earnings to re-invest in and finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Under the Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by WFOE to its immediate holding company, Earntz International. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Earntz International intends to apply for the tax resident certificate if and when WFOE plans to declare and pay dividends to Earntz International.

Our Competitive Strengths

We believe the following strengths differentiate us from our competitors and are key drivers of our success:

Strong Research and Development Capability: During last four years, our highly qualified research and development team of Shanghai Earntz has obtained 31 patents regarding nonwoven fabric, its production process and methods, mask design, mask production process and methods in China. Our technical team of 20 people includes technology personnel with many years of industry experience and some of them hold PhD or master degrees.

Cutting Edge Production Line and High Production Capacity: Currently, Shanghai Earntz has a maximum annual production capacity of 7,500 tons of nonwoven fabrics and over 1 billion masks. By the end of 2022, we expect Shanghai Earntz will reach a maximum annual production capacity of 15,000 tons of nonwoven fabrics as we have ordered two more production lines with a total purchase price of RMB17 million (approximately $2.6 million) and we have paid RMB 14.27 million (approximately $2.2 million). We expect to pay for the production lines with our own working capital and they are expected to be delivered and set up for production in 2022.

Experienced And Accomplished Leadership Team with a Proven Track Record: We and Shanghai Earntz have an experienced management team, and most have many years of R&D, manufacturing, sales and marketing and product commercialization experience in the nonwoven fabrics or related industry. Some of our management team members also have many years of studying and working overseas, which will help us to expand our international market to become a global company in the years to come.

Our Growth Strategy

In order to enhance our competitive position and expand our market, we intend to pursue the following strategies and leverage our strengths to further grow our business:

●

Strengthen our market position with more sales and marketing efforts to expand into additional regions and industries for the use of our products;

●

Further expand our production capacities with two more nonwoven production lines;

●

Continue to invest in technology to enhance our operating efficiency and our product innovation;

●

Continue our efforts to develop new degradable nonwoven products;

●

Selectively pursue acquisition and investment opportunities.

Corporate History and Structure

In July 2016, our variable interest entity (“VIE”), Shanghai Earntz Nonwoven Co., Ltd, was incorporated in Shanghai, China. Shanghai Earntz began its production in July 2017.

Earntz Healthcare Products, Inc. is an exempted company incorporated in the Cayman Islands with limited liability on March 8, 2021 as a holding company. The Company, through its consolidated VIE, engages primarily in the manufacture and sale of nonwoven fabrics and related healthcare products.

A reorganization of the Company’s legal structure (“Reorganization”) was completed on July 9, 2021. The Reorganization involved the incorporation of Earntz Healthcare, a Cayman Islands holding company, Earntz International, a Hong Kong holding company on March 19, 2021, and Shanghai Earn and Earn, a wholly foreign-owned entity by Earntz International under the laws of the People’s Republic of China on July 8, 2021.

On July 9, 2021, Shanghai Earn and Earn entered into a series of contractual arrangements with Shanghai Earntz and the shareholders of Shanghai Earntz. These agreements include: 1) an Exclusive Consulting and Services Agreement; 2) an Equity Interest Pledge Agreement; 3) an Exclusive Option Agreements 4) Powers of Attorney and 5) Spousal Consent Letters. Pursuant to these agreements, Shanghai Earn and Earn has the exclusive rights to provide consulting services to Shanghai Earntz related to the business operation and management of Shanghai Earntz. For such services, Shanghai Earntz agrees to pay service fees determined based on all of its net profit after tax payments to Shanghai Earn and Earn or Shanghai Earn and Earn has obligation to absorb all of Shanghai Earntz’s losses. The agreements remain in effect until and unless WFOE agrees to its termination, except the Exclusive Option Agreement that the effective term until all of the option equity interest and the assets of Shanghai Earntz have been lawfully transferred to Shanghai Earn and Earn and/or its designated entity or individual. Until such termination, Shanghai Earntz may not enter into another agreement for the provision of management consulting services without the prior consent of Shanghai Earn and Earn. Also, pursuant to the equity interest pledge agreement between the shareholders of Shanghai Earntz and Shanghai Earn and Earn, such shareholders pledged all of their equity interests in Shanghai Earntz to Shanghai Earn and Earn, to guarantee Shanghai Earntz’s performance of its obligations under the Exclusive Consulting and Services Agreement. Without Shanghai Earn and Earn’s prior written consent, the shareholders of Shanghai Earntz shall not transfer or assign the pledged equity interests, or incur or allow any encumbrance that would jeopardize Shanghai Earn and Earn’s interests. If Shanghai Earntz breaches its contractual obligations under the aforesaid agreement, Shanghai Earn and Earn, as the pledgee, will be entitled to certain rights and entitlements, including priority in receiving payments by the evaluation or proceeds from the auction or sale of all or part of the pledged equity interests of Shanghai Earntz, in accordance with legal procedures. In essence, Shanghai Earn and Earn has gained effective control over Shanghai Earntz. Therefore, Shanghai Earntz is considered a VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”, because the equity investments in Shanghai Earntz no longer have the characteristics of a controlling financial interest, and the Company, through Shanghai Earn and Earn, is the primary beneficiary of Shanghai Earntz. Accordingly, Shanghai Earntz has been consolidated (See Note 3 to the financial statements attached to the registration statement of which this prospectus forms a part of – Consolidation of Variable Interest Entity).

Since Earntz Healthcare and its subsidiaries are effectively controlled by the same controlling shareholders before and after the Reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

Upon the Reorganization, the Company has subsidiaries in countries and jurisdictions including PRC and Hong Kong. Details of the subsidiaries of the Company are set out below:

Name of Entity	Date of Incorporation	Place of Incorporation	% of Ownership		Principal Activities
Earntz International	March 19, 2021	Hong Kong		100	Holding Company
Shanghai Earn and Earn	July 8, 2021	Shanghai, China		100	Holding Company
Shanghai Earntz	July 25, 2016	Shanghai, China		0 (VIE)	Manufacture and Sell nonwoven fabrics and related products

The following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of this prospectus and immediately upon the completion of this offering, assuming no exercise of the over-allotment by the underwriter:

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

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we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

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our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Variable Interest Entity Arrangements

In establishing our business, we have used a VIE structure. In the PRC, investment activities by foreign investors are principally governed by Special Administrative Measures (Negative List) for Foreign Investment Access (the “Negative List”), which was promulgated and is amended from time to time by the PRC Ministry of Commerce (“MOFCOM”) and the PRC National Development and Reform Commission (“NDRC”). In June 2020, the MOFCOM and the NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Version), which became effective on July 23, 2020. Industries not listed in the Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations. Our Company and WFOE are considered as foreign investors or foreign invested enterprises under PRC law.

The business we currently conduct through our VIE is not within the category for which foreign investment is restricted under the current Negative List or other PRC Laws. However, we intend to expand our business and operation in the PRC without being restricted to the business activities not subject to the Negative List, which are important for our future business development and growth. As such, we believe the agreements between the WFOE and our VIE are necessary and essential to our business operations. These contractual arrangements with our VIE and its shareholders enable us to exercise effective control over our VIE and hence consolidate their financial results as well as provide us freedom to conduct and develop our business without the restriction of the Negative List.

WFOE effectively assumed management of the business activities of our VIE through a series of agreements which are referred to as the VIE Agreements. The VIE Agreements are comprised of a series of agreements, including an Exclusive Consulting and Services Agreement, an Equity Interest Pledge Agreement, an Exclusive Option Agreement, Powers of Attorney and Spousal Consent Letters. Through the VIE Agreements, WFOE has the right to advise, consult, manage and operate the VIE for an annual consulting service fee in an amount equal to the VIE’s net income. The shareholders of the VIE have pledged all of their right, title and equity interests in the VIE as security for WFOE to collect consulting services fees provided to the VIE through the Equity Interest Pledge Agreement. In order to further reinforce WFOE’s rights to control and operate the variable interest entity, the VIE’s shareholders have granted WFOE an exclusive right and option to acquire all of their equity interests in the VIE through the Exclusive Option Agreement.

In essence, Shanghai Earn and Earn has gained effective control over Shanghai Earntz. Therefore, Shanghai Earntz is considered a VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”, because the equity investments in Shanghai Earntz no longer have the characteristics of a controlling financial interest, and the Company, through Shanghai Earn and Earn, is the primary beneficiary of Shanghai Earntz. Accordingly, Shanghai Earntz has been consolidated (See Note 3 to the financial statements attached to the registration statement).

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our Ordinary Shares less attractive.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of such extended transition period.

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Implications of Being a Controlled Company

Upon the completion of this offering, Mr. Junjie Hu, the chairman of our board of directors and our chief executive officer, will beneficially own [ ]% of our total voting power, assuming that the underwriters do not exercise their option to purchase additional ordinary shares, or [ ]% of our total voting power, assuming that the option to purchase additional ordinary shares is exercised by the underwriters in full. As a result, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Mr. Junjie Hu, the chairman of our board of directors and our chief executive officer, will hold more than 50% of the voting power for the election of directors. As a “controlled company,” we will be permitted to elect not to comply with certain corporate governance requirements. See “Risk Factors—Risks related to our ordinary shares and this offering— We will be a “controlled company” as defined under the Nasdaq Stock Market Rules. As a result, we may rely on exemptions from certain corporate governance requirements and holders of our ordinary shares may not have the same protections generally available to stockholders of other companies listed on stock exchanges in the United States.”

Selected Condensed Consolidated Financial Schedule of Earntz Cayman and Its Subsidiaries and VIEs

The following tables present selected condensed consolidated financial data of Earntz Cayman and its subsidiaries and VIE for the years ended December 31, 2020 and 2019, and balance sheet data as of December 31, 2020 and 2019, which have been derived from our audited consolidated financial statements for those periods. Earntz Cayman records its investments in its subsidiaries under the equity method of accounting. Such investments are presented in the selected condensed consolidated balance sheets of Earntz Cayman as “Investments in VIE” and the profit of the subsidiaries is presented as “Income for equity method investment” in the selected condensed consolidated statements of income and comprehensive income.

SELECTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	For the Year Ended December 31, 2020
	Earntz Cayman		VIE		Eliminations			Consolidated Total
Revenue	$	-	$	46,901,200	$	-		$	46,901,200
Income for equity method investment	$	10,078,404	$	-	$	(10,078,404	)	$	-
Net income	$	10,078,404	$	10,078,404	$	(10,078,404	)	$	10,078,404
Comprehensive income	$	10,994,829	$	10,994,829	$	(10,994,829	)	$	10,994,829

	For the Year Ended December 31, 2019
	Earntz Cayman		VIEs		Eliminations			Consolidated Total
Revenue	$	-	$	10,616,972	$	-		$	10,616,972
Income for equity method investment	$	352,844	$	-	$	(352,844	)	$	-
Net income	$	352,844	$	352,844	$	(352,844	)	$	352,844
Comprehensive income	$	274,709	$	274,709	$	(274,709	)	$	274,709

SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of December 31, 2020
	Earntz Cayman		VIE		Eliminations			Consolidated Total
Cash	$	-	$	4,414,205	$	-		$	4,414,205
Total current assets	$	-	$	19,126,666	$	-		$	19,126,666
Investment in VIE	$	15,654,969	$	-	$	(15,654,969	)	$	-
Total noncurrent assets	$	15,654,969	$	7,798,319	$	(15,654,969	)	$	7,798,319
Total assets	$	15,654,969	$	26,924,985	$	(15,654,969	)	$	26,924,985
Total Liabilities	$	-	$	11,270,016	$	-		$	11,270,016
Total stockholders’ equity	$	15,654,969	$	15,654,969	$	(15,654,969	)	$	15,654,969
Total Liabilities and stockholders’ equity	$	15,654,969	$	26,924,985	$	(15,654,969	)	$	26,924,985

	As of December 31, 2019
	Earntz Cayman		VIE		Eliminations			Consolidated Total
Cash	$	-	$	413,192	$	-		$	413,192
Total current assets	$	-	$	5,349,209	$	-		$	5,349,209
Investment in VIE	$	4,660,140	$	-	$	(4,660,140	)	$	-
Total noncurrent assets	$	4,660,140	$	4,005,243	$	(4,660,140	)	$	4,005,243
Total assets	$	4,660,140	$	9,354,452	$	(4,660,140	)	$	9,354,452
Total Liabilities	$	-	$	4,694,312	$	-		$	4,694,312
Total stockholders’ equity	$	4,660,140	$	4,660,140	$	(4,660,140	)	$	4,660,140
Total Liabilities and stockholders’ equity	$	4,660,140	$	9,354,452	$	(4,660,140	)	$	9,354,452

	For the Year Ended December 31, 2020
	Earntz Cayman		VIE			Eliminations		Consolidated Total
Net cash provided by operating activities	$	-	$	9,596,650		$	-	$	9,596,650
Net cash (used in) investing activities	$	-	$	(4,009,922	)	$	-	$	(4,009,922	)
Net cash (used in) financing activities	$	-	$	(1,832,788	)	$	-	$	(1,832,788	)

	For the Year Ended December 31, 2019
	Earntz Cayman		VIE			Eliminations		Consolidated Total
Net cash provided by operating activities	$	-	$	27,826		$	-	$	27,826
Net cash (used in) investing activities	$	-	$	(364,383	)	$	-	$	(364,383	)
Net cash provided by financing activities	$	-	$	513,053		$	-	$	513,053

Corporate Information

Our principal executive offices are located at 88 Jiangong Road, Building #3 Fengjing, Jinshan District, Shanghai China 201502. Our telephone number at this address is +86-21-5735-8082. Our registered office in the Cayman Islands is located at Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006 Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.sh-earntz.com. The information contained on our website is not a part of this prospectus.

Summary of Risk Factors

We are a holding company incorporated in the Cayman Islands, investing in our ordinary shares involves significant risks. All of our revenues were generated by our PRC operating VIE. You should carefully consider all of the information in this prospectus before making an investment in our ordinary shares. We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Business

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The Company is subject to risks related to public health crises such as the global pandemic associated with the coronavirus (COVID-19).

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We have a substantial customer concentration, with a limited number of customers accounting for a large portion of our revenues.

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The growth of our business depends on our ability to accurately predict consumer trends and demand and successfully introduce new products and product line extensions and improve existing products.

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We face fierce competition in the nonwoven fabrics and related healthcare products market in China. We may not be able to keep pace with competition in our industry, which could adversely affect our market share and result in a decrease in our future sales and earnings.

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We may be subject to product liability claims, and we do not have insurance coverage to cover these claims.

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We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

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We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

Risks Related to Our Corporate Structure

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If the Chinese government determines that the contractual arrangements through which we control our consolidated affiliated entity do not comply with applicable regulations, our business could be adversely affected.

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Our contractual arrangements with our consolidated affiliated entity may not be as effective in providing operational control as direct ownership.

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We may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business.

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PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiary and consolidated affiliated entity or to make additional capital contributions to our PRC subsidiary, which may materially and adversely affect our liquidity and our ability to fund and expand our business.

Risks Relating to Doing Business in China

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Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.

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Uncertainties with respect to the PRC legal system could adversely affect us.

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Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact our business operations, decrease the value of our ordinary shares and limit the legal protections available to us.

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The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our ordinary shares to significantly decline or be worthless.

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Because we are a Cayman Islands corporation and all of our business is conducted in the PRC, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

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Recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, the newly enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

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We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.

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The approval of the China Securities Regulatory Commission may be required in connection with this offering under a regulation adopted in August 2006, as amended, and, if required, we cannot predict whether we will be able to obtain such approval.

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The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

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Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

Risks Related to Our Ordinary Shares and This Offering

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There has been no public market for our shares prior to this offering, and if an active trading market does not develop you may not be able to resell our shares at or above the price you paid, or at all.

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We will be a “controlled company” as defined under the Nasdaq Stock Market Rules. As a result, we may rely on exemptions from certain corporate governance requirements and holders of our ordinary shares may not have the same protections generally available to stockholders of other companies listed on stock exchanges in the United States.

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We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

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We are not likely to pay cash dividends in the foreseeable future.

These risks are discussed more fully in the section titled “Risk Factors” beginning on page 14 of this prospectus, and other information included in this prospectus, for a discussion of these and other risks and uncertainties that we face.

The Offering

Securities being offered:		[ ] Ordinary Shares. ¹

Initial offering price:		The purchase price for the shares will be $[ ] per ordinary share.

Number of Ordinary Shares outstanding before the offering:		17,500,000 of our Ordinary Shares are outstanding as of the date of this prospectus.


Number of Ordinary Shares Outstanding After the Offering ²:		[ ] Ordinary Shares

Gross proceeds to us, net of underwriting discounts but before expenses:		$[ ]

Use of proceeds:		We intend to use the net proceeds of this offering: [ ]. For more information on the use of proceeds, see “Use of Proceeds” on page 51.

Lock-up		All of our directors and officers and certain shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares for a period of six months after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Transfer Agent		[ ]

Proposed Nasdaq Symbol:		EARNTZ

Risk factors:		Investing in our Ordinary Shares involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 14.

In addition, we may issue up to [ ] Ordinary Shares pursuant to the underwriters’ over-allotment option.

Excludes Ordinary Shares underlying underwriters’ warrants and Ordinary Shares pursuant to the underwriters’ over-allotment option.

Summary Consolidated Financial and Operating Data

The following summary consolidated financial statements for the years ending on December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The consolidated financial statements include the accounts of the Company, its subsidiaries, and the VIE. All intercompany transactions and balances between the Company, its subsidiaries and the VIE are eliminated upon consolidation.

Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following table presents our summary consolidated statements of income and comprehensive income for the years ended on December 31, 2020 and 2019.

	For the years ended December 31,
	2020			2019
Consolidated Statements of Income and Comprehensive Income Data:
Total Sales	$	46,901,200		$	10,616,972
Gross profit	$	24,583,279		$	1,587,399
Operating expenses	$	14,077,551		$	1,524,422
Income from operations	$	10,505,728		$	62,977
Other income	$	1,088,125		$	285,987
(Provision for) benefit from income taxes	$	(1,515,449	)	$	3,880
Net income	$	10,078,404		$	352,844
Other comprehensive income:
Foreign currency translation gain (loss)	$	916,425		$	(78,135	)
Comprehensive Income	$	10,994,829		$	274,709
Earnings per share – basic and diluted	$	0.58		$	0.02
Weighted average number of shares - basic and diluted		17,500,000			17,500,000

The following summary consolidated financial data as of and for the years ended December 31, 2020 and 2019.

	December 31, 2020		December 31, 2019

Current assets	$	19,126,666	$	5,349,209
Total non-current assets	$	7,798,319	$	4,005,243
Total assets	$	26,924,985	$	9,354,452
Total current liabilities	$	10,581,905	$	4,694,312

	For the years ended December 31,
	2020		2019

Revenue	$	46,901,200	$	10,616,972
Operating expenses	$	14,077,551	$	1,524,422
Net income	$	10,078,404	$	352,844

	For the years ended December 31,
	2020			2019

Net cash provided by operating activities	$	9,596,650		$	27,826
Net cash (used in) investing activities	$	(4,009,922	)	$	(364,383	)
Net cash (used in) provided by financing activities	$	(1,832,788	)	$	513,053
Net increase in cash	$	4,001,013		$	170,587

RISK FACTORS

An investment in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our Ordinary Shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business

The Company is subject to risks related to public health crises such as the global pandemic associated with the coronavirus (COVID-19).

The Company is impacted by public health crises such as the global pandemic associated with COVID-19. The outbreak has significantly increased economic and demand uncertainty. In addition, public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted the Company operations. The Company primarily conducts its business operations in the PRC. In response to the evolving dynamics related to the COVID-19 outbreak, the Company has followed the guidelines of local government authorities as it prioritizes the health and safety of its employees, suppliers, customers and business partners. Our office and manufacturing facility of Shanghai Earntz were closed for the Lunar New Year Holiday Break on January 22, 2020, and remained closed as a result of the outbreak until February 10,2020 as we are considered as a manufacturer of materials for PPE products. All of our office and manufacturing facility are now open and have resumed ordinary operations, which has been manufacturing and delivering products that are critical in response to the global pandemic. COVID-19 has impacted our supply chains relative to global demand for products like face masks. COVID-19 has also affected the ability of suppliers and vendors to provide materials and services to us. The COVID-19 pandemic has disrupted global supply chain, especially the ocean transportation for import and export of goods including reduced capacities of ports around the world, which have increased our freight costs and delayed the delivery for our export business. Although the COVID-related factors have significantly increased demand for our face mask products, it also has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates. For example, COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and could adversely impact access to capital. As economies start to reopen in certain parts of the world, workplace safety, for the Company and others, will increasingly become a focus of concern. Due to the speed and scope with which the COVID situation is developing and evolving and the uncertainty of its duration, new variants, the efficacy and distribution of vaccines and the timing of recovery, the Company is not able at this time to predict the extent to which the COVID-19 pandemic may have a material effect on its consolidated results of operations or financial condition for 2021.

We have a substantial customer concentration, with a limited number of customers accounting for a large portion of our revenues.

We derive a large portion of our revenues from a few major customers. For the year ended on December 31, 2020, our top three customers accounted for approximately 17.2%, 17.0% and 10.2% of the Company’s total sales respectively, and 44.4% aggregately. For the year ended on December 31, 2019, our top three customers accounted for approximately 61.6%, 16.6%, 4.6% of the Company’s total sales respectively, and 82.8% aggregately. There are inherent risks whenever a large percentage of total revenues are concentrated with a few customers. It is not possible for us to predict the future level of demand for our products that will be generated by these customers or the future demand for our products by these customers. If any of these customers experience declining or delayed demands due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our products, which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations. If any of our three largest customers terminates the purchase of our products, such termination would materially negatively affect our revenues, results of operations and financial condition.

We rely on a limited number of vendors, and the loss of our significant vendor could harm our business, and the loss of any one of such vendors could have a material adverse effect on our business.

We purchase a significant portion of our raw materials from a few major suppliers. For the year ended December 31, 2020, top four suppliers accounted for approximately 21.9%, 20.0%, 7.6% and 6.5% of our total purchases respectively, and 56.0% aggregately. For the year ended December 31, 2019, top four major suppliers accounted for approximately 30.8%, 27.2%, 21.5% and 8.2% of our total purchases respectively, and 87.9% aggregately. If any of these suppliers increase the price for raw materials, we could be pressured to increase our product prices or reduce our profit margin, which could cause us to lose customers and negatively affect our revenues and profit margin.

Changes in U.S. trade policies could significantly reduce the volume of export goods into the United States, which may materially reduce our profit margin and our sales in the United States.

The U.S. administration and members of Congress have made public statements indicating possible significant changes in U.S. trade policy and have taken certain actions that have impacted the U.S. and China trade relationship, including imposing tariffs on certain goods imported into the United States from China. The increase of tariffs for products made in China has triggered retaliatory actions from China, resulting in “trade wars” and increased costs for goods imported into the United States, which have and may reduce customer demand for our products if the importers who pay for those tariffs add such tariff amounts to their selling prices. We may have to reduce our sales price and profit margin to absorb some of the tariffs, however, importers may still reduce their orders. Such reductions could cause materially and adversely affect our sales, profit margin and our business. If we can’t establish new manufacturing facilities outside of China, continue to reduce our production costs and/or develop new products to attract customers who are willing to pay higher prices, our business and profits will be materially and adversely affected.

Changes in U.S. trade policies could significantly reduce the volume of export goods into the United States, which may materially reduce our profit margin and our sales in the United States.

The growth of our business depends on our ability to accurately predict consumer trends and demand and successfully introduce new products and product line extensions and improve existing products.

Our growth depends, in part, on our ability to successfully introduce new products and product line extensions and improve and reposition our existing products to meet the requirements of property owners and builders. This, in turn, depends on our ability to predict and respond to evolving consumer trends, demands and preferences. We are in the process of developing sanitary products, including adult diapers and feminine hygiene pads. The development and introduction of new products and product line extensions involve considerable costs. In addition, it may be difficult to establish new supplier relationships and determine appropriate product selections when developing a new product or product line extension. Any new product or product line extension may not generate sufficient customer interest and sales to become a profitable product or to cover the costs of its development and promotion and may negatively affect our operating results and damage our reputation. If we are not able to anticipate, identify or develop and market products to respond to the changes in the requirements and preferences of consumers, or if our new product introductions or repositioned products fail to gain consumer acceptance, we may not grow our business as anticipated, our sales may decline and our business, financial condition and results of operations may be materially adversely affected.

We may not be able to successfully implement our growth strategy on a timely basis or at all.

Our future success depends, in large part, on our ability to implement our growth strategy, including expanding distribution and improving placement of our products in the stores of our retail customers, attracting new consumers to our brands, introducing new products and product line extensions and expanding into new markets. Our ability to implement this growth strategy depends, among other things, on our ability to:

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enter into distribution and other strategic arrangements with current and new distributors and retailers and other potential distributors of our products;

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continue to effectively compete in our distribution channels;

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increase our brand recognition by effectively implementing our marketing strategy and advertising initiatives;

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create and maintain brand loyalty;

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develop new products and product line extensions that appeal to consumers;

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maintain and, to the extent necessary, improve our high standards for product quality, safety and integrity;

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maintain sources for the required supply of quality raw materials and ingredients to meet our growing demand; and

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identify and successfully enter and market our products in new geographic areas and market segments.

If we become subject to additional scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our Ordinary Shares, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed China-based companies has decreased in value and, in some cases, has become virtually worthless. Many of these companies have been subject to shareholder lawsuits and SEC enforcement actions and have conducted internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and this offering. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our business operations will be severely hindered and your investment in our Ordinary Shares could be rendered worthless.

The competition in the nonwoven fabrics and related healthcare products market of the China is fierce. We compete primarily on the basis of our technology, price, product quality, customer service and brand recognition. Our competitors may compete with us in the following ways:

	●	provide products and services that are similar to ours, or that are more attractive to customers than ours;

	●	provide products and services we do not offer;

	●	offer aggressive rebates to gain market share and to promote their businesses;

	●	adapt at a faster rate to market conditions, new technologies and customer demands;

	●	offer better, faster and more reliable technology; and

	●	market, promote and provide their services more effectively.

Our main competitors include nonwoven fabrics and related healthcare products companies. These companies may have much more financial, technological, R&D, marketing, distribution, retail and other resources than we do. They may also have a longer operating history, a larger customer base or a wider and deeper market coverage. In addition, when we expand to other markets, we will face competition from new domestic or foreign competitors, which may also enter our current market.

Although we do not compete against other manufacturers and distributors solely based on prices, if our competitors offer their products and services at lower prices, we may be forced to provide aggressive discounts or rebates to our customers and our revenue may decrease.

Technologies adopted by us and our competitors are developing rapidly, and new developments often lead to price competition, outdated products and changes in market patterns. Any significant increase in competition could have a significant negative impact on our revenue and profitability, as well as on our business and prospects. We cannot assure you that we will be able to constantly distinguish our products and services from our competitors, maintain and improve our relationship with different participants in nonwoven fabrics and related healthcare products industries, or increase or even maintain our existing market share. We may lose market share. If we cannot compete effectively, our financial situation and operating results may deteriorate seriously.

We lack product and business diversification. Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company.

Our current primary business activities focus on the sale of nonwoven fabrics and related healthcare products. Because our focus is limited in this way, any risk affecting the nonwoven fabrics and related healthcare products industries could disproportionately affect our business. Our lack of product and business diversification could inhibit the opportunities for growth of our business, revenues and profits.

We may incur net losses in the future.

We had incurred profits of $10,078,404 and $352,844 in the fiscal years of 2020 and 2019, respectively. We cannot assure you that we will be able to generate net income or will have retained earnings in the future. The fiscal year of 2020 was dominated by response to the COVID-19 outbreak. The virus’ progression into new variants will likely continue to impact our business and COVID 19 related sales will continue in 2021, however not at the levels experienced in 2020. We will continue to grow our business, attract customers and partners and further enhance and develop our products and services. Our efforts in new products and business development may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may not be able to maintain profitability.

We may need additional capital, and financing may not be available on terms acceptable to us, or at all.

Although we believe that our current cash and cash equivalents, anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following this offering, we may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We may incur substantial debt in the future, which may adversely affect our financial condition and negatively affect our operations.

We may decide in the future to finance our business and operations through incurring debt. The incurrence of debt could have a variety of negative effects, including:

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default and foreclosure on our assets if our operating revenue is insufficient to repay debt obligations;

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acceleration of obligations to repay the indebtedness (or other outstanding indebtedness), even if we make all principal and interest payments when due, if we breach any covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

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diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and

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creating potential limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate.

The occurrence of any of these risks could adversely affect our operations or financial condition.

Our interim results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our interim results of operations, including the levels of our net revenues, expenses, net income (loss) and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited operating history. Accordingly, the results for any interim period are not necessarily an indication of future performance. Fluctuations in interim results may adversely affect the market price of our Ordinary Shares. Factors that may cause fluctuations in our interim financial results include:

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our ability to attract new clients and retain existing clients;

	●	changes in our mix of products and services and introduction of new products and services;

	●	the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and manufacturing facility;

	●	our decision to manage client volume growth during the period;

	●	the impact of competitors or competitive products and services;

	●	increases in our costs and expenses that we may incur to grow and expand our operations and to remain competitive;

	●	changes in the legal or regulatory environment or proceedings, or enforcement by government regulators, including fines, orders or consent decrees;

	●	general economic, industry and market conditions; and

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the timing of expenses related to the development or acquisition of technologies or businesses.

Despite our marketing efforts, we may not be able to promote and maintain our brand in an effective and cost-efficient way and our business and results of operations may be harmed accordingly.

We believe that developing and maintaining awareness of our brand and business effectively is critical to attracting new and retaining existing clients. Successful promotion of our brand and our ability to attract quality clients depends largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our products and services. Despite our marketing efforts, it is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

From time to time we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

We may evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of our marketplace and better serve our customers. These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:

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difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;

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inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits;

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difficulties in retaining, training, motivating and integrating key personnel;

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diversion of management’s time and resources from our normal daily operations;

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difficulties in successfully incorporating licensed or acquired technology and rights into our system and products;

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difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations;

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difficulties in retaining relationships with customers, employees and suppliers of the acquired business;

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risks of entering markets in which we have limited or no prior experience;

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regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;

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assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability;

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failure to successfully further develop the acquired technology;

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liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

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potential disruptions to our ongoing businesses; and

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unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

We may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new or enhanced our existing products and services or that any new or enhanced products and services, if developed, will achieve market acceptance or prove to be profitable.

Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. While we have the ability to provide different incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

If the basic salary of certain employees fails to meet the local minimum salary standard, we may be faced with labor disputes or additional compensation costs.

The remuneration we pay to our employees in general consists of basic salary, subsidy and performance bonuses subject to different departments. For marketing staff, a great proportion of their remuneration is the performance bonus. In accordance with the Labor Contract Law of People’s Republic of China, if the salary paid by the employer to its employee is below the local minimum salary standard, the labor administrative authorities shall order the employer to pay the shortfall; where payment is not made within the stipulated period, the employer shall be ordered to pay compensation to the employee based on 50% to 100% of the amount payable. In principle, each province has its own local minimum standard and the local minimum salary standard is subject to change each year. Our basic salary for our employees in China has been meeting the current local minimum salary standard. However, we cannot assure you that we can adjust the employees’ basic salary in time to meet the changing minimum standard. In such case, we may be faced with labor disputes or additional compensation.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, including sales and marketing, technology, risk management, financial personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled marketing, technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our products and services could be damaged, resulting in a material adverse effect to our business.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, collaboration and focus that contribute to our business.

We believe that a critical component of our success is our corporate culture, which we believe fosters innovation, encourages teamwork and cultivates creativity. As we develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

We do not have any business insurance coverage except for property insurance and workers’ compensation insurance.

Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed economies. Currently, the Company and Shanghai Earntz do not carry any business interruption insurance, product liability insurance or any other business insurance policies except for property insurance and workers’ compensation insurance. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. However, as a result the Company and Shanghai Earntz may incur uninsured losses, and any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

We may have exposure to greater than anticipated tax liabilities.

We are subject to enterprise income tax, value-added tax, and other taxes in each province and city in China where we have operations. Our tax structure is subject to review by various local tax authorities. The determination of our provision for income tax and other tax liabilities requires significant judgment. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Technological change could negatively affect sales of our products and our performance.

The rapid development of fabric technology continually affects our product and may directly impact the performance of our financial results. We cannot assure you that we will successfully maintain or improve the effectiveness of our existing products, nor can we assure you that we will successfully identify new opportunities or continue to have the needed financial resources to develop new fabric or manufacturing techniques in a timely or cost-effective manner. In addition, products manufactured by others may render our products obsolete or noncompetitive. If any of these events occur, our business, prospects, financial condition and operating results will be materially and adversely affected.

Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact our reputation and results of operations.

Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information technology (“IT”) systems to sophisticated and targeted measures known as advanced persistent threats. While we employ measures to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments, management training, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. While no cybersecurity attack to date has had a material impact on our financial condition, results of operations or liquidity, the threat remains and the potential consequences of a material cybersecurity incident include reputational damage, litigation with third parties, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness and results of operations.

We may be subject to product liability claims, and we don’t have insurance coverage to cover these claims.

We manufacture products used for protection from hazardous or potentially lethal substances, such as chemical and biological toxins, viruses and bacteria. The products that we manufacture are typically used in applications and situations that involve high levels of risk of personal injury. Failure to use our products for their intended purposes, failure to use our products properly or the malfunction of our products could result in serious bodily injury or death of the user. In such cases, we may be subject to product liability claims arising from the design, manufacture or sale of our products. If these claims are decided against us, and we are found to be liable, we may be required to pay substantial damages, and our insurance costs may increase significantly as a result. In addition, we do not currently maintain any product liability insurance for the products offered by us. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, domain names, patents, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality agreements with all our employees and officers as well as non-compete agreements with our executive officers to protect our proprietary rights. See “Business—Intellectual Property” and “Regulation—Regulation on Intellectual Property Rights.” Thus, we cannot assure you that any of our intellectual property rights would not be challenged, invalidated, circumvented or misappropriated, or that such intellectual property will be sufficient to provide us with competitive advantages. In addition, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms, or at all and we might have to invest on research and development on our own technologies in such areas.

It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.

The relative lack of public company experience of our management team may put us at a competitive disadvantage.

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002, (“Sarbanes-Oxley”). Our senior management does not have much experience managing a publicly-traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may be unable to implement programs and policies in an effective and timely manner or that adequately respond to the increased legal, regulatory and reporting requirements associated with being a publicly traded company. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties, distract our management from attending to the management and growth of our business, result in a loss of investor confidence in our financial reports and have an adverse effect on our business and stock price.

Risks Related to Our Corporate Structure

There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements with Shanghai Earntz and its shareholders. Although we have been advised by our PRC counsel that based on their understanding of the current PRC laws, rules and regulations, the contractual arrangements, as well our ability to enforce our rights thereunder, comply with all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations, we cannot assure you that the PRC regulatory authorities will not determine that our corporate structure and contractual arrangements violate PRC laws, rules or regulations. If the PRC regulatory authorities determine that our contractual arrangements are in violation of applicable PRC laws, rules or regulations, they will become invalid or unenforceable. In addition, new PRC laws, rules and regulations may be introduced from time to time to impose additional requirements that may be applicable to our contractual arrangements.

The Chinese government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new Chinese laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future Chinese laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

If we or Shanghai Earntz are determined to be in violation of any existing or future PRC laws, rules or regulations or fail to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:

	●	revoking the business and operating licenses of Shanghai Earntz and/or voiding the contractual arrangements;

	●	discontinuing or restricting the operations of Shanghai Earntz;

	●	imposing conditions or requirements with which we or Shanghai Earntz may not be able to comply;

	●	requiring us to restructure the relevant ownership structure or operations;

	●	restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China; or

	●	imposing fines or other forms of economic penalties.

As we do not have direct ownership of Shanghai Earntz, the imposition of any of these penalties may have a material adverse effect on our financial condition, results of operations and prospects.

Our contractual arrangements with our consolidated affiliated entity may not be as effective in providing operational control as direct ownership.

We have relied and expect to continue to rely on contractual arrangements with Shanghai Earntz and its shareholders to operate our business. For a description of these contractual arrangements, see “Our Corporate History and Structure—Contractual Arrangements.” These contractual arrangements may not be as effective in providing us with control over these affiliated entities as direct ownership. If we had direct ownership of these entities, we would be able to exercise our rights as a shareholder to effect changes in the board of directors, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by these entities and their shareholders of their contractual obligations to exercise control over our consolidated affiliated entity. Therefore, our contractual arrangements with our consolidated affiliated entity may not be as effective in ensuring our control over our China operations as direct ownership would be.

Shareholders of our consolidated affiliated entity may breach, or cause our consolidated affiliated entity to breach, or refuse to renew, the existing contractual arrangements we have with them and our consolidated affiliated entity. Any failure by our consolidated affiliated entity or their shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business and financial condition.

Junjie Hu beneficially owns 75% of the equity interests in our consolidated affiliated entity Shanghai Earntz, Xing Zhang beneficially owns 25% of the equity interests in Shanghai Earntz. Under our VIE contractual arrangements, the shareholders of Shanghai Earntz disclaim all of the rights and obligations associated with their equity interests. As such, Junjie Hu or Xiang Zhang may breach, or cause our consolidated affiliated entity and/or the other shareholders to breach, or refuse to renew, the existing contractual arrangements we have with them and our consolidated affiliated entity. If our consolidated affiliated entity or its shareholders fail to perform their obligations under the contractual arrangements, we may have to incur substantial costs and expend resources to enforce our rights under the contracts. We may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if Mr. Junjie Hu or Mr. Xiang Zhang were to refuse to transfer their equity interests in such company to us or our designee when we exercise the call option pursuant to these contractual arrangements, if they transfer the equity interests to other persons against our interests, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our consolidated affiliated entity, and our ability to conduct our business may be negatively affected.

Contractual arrangements our Chinese subsidiary has entered into with our consolidated affiliated entity may be subject to scrutiny by the PRC tax authorities and a finding that we or our consolidated affiliated entity owe additional taxes could substantially reduce our consolidated net income and the value of your investment.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among WFOE, our consolidated affiliated entity and the shareholders of our consolidated affiliated entity do not represent arm’s-length prices and consequently adjust WFOE’s or our consolidated affiliated entity’ income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our consolidated affiliated entity, which could in turn increase their tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on WFOE or our consolidated affiliated entity for any unpaid taxes. Our consolidated net income may be materially and adversely affected if WFOE or our consolidated affiliated entity’ tax liabilities increase or if they are subject to late payment fees or other penalties.

The shareholders of our consolidated affiliated entity may have potential conflicts of interest with us, which may materially and adversely affect our business.

Mr. Junjie Hu beneficially owns 75% of the equity interests in our consolidated affiliated entity Shanghai Earntz and Mr. Xing Zhang beneficially owns 25% of the equity interests in Shanghai Earntz. See “Business—Our Corporate History and Structure—Contractual Arrangements.” Conflicts of interest may arise between their roles as director, officer and/or beneficial owner of our holding company and as a shareholder of our consolidated affiliated entity. We cannot assure you that when conflicts of interest arise, any or all of these equity holders will act in the best interests of our company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between such equity holder and our company. We rely on Mr. Junjie Hu and Xing Zhang to comply with the laws of China, which protect contracts, provide that directors and executive officers owe a duty of loyalty and a duty of diligence to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains. We also rely on the laws of Cayman Islands, which provide that directors owe a duty of care and a duty of loyalty to our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders of our consolidated affiliated entity, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

We are a holding company, and we may rely on dividends and other distributions on equity to be paid by our wholly-owned PRC subsidiary, Shanghai Earn and Earn for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If Shanghai Earn and Earn incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. We may also sell our ordinary shares, as this offering, or request our founder Mr. Junjie Hu to advance funds on our behalf to meet our cash and financial requirements, although there can be no assurance that we will be able to do so.

Under PRC laws and regulations, each of Shanghai Earn and Earn and our consolidated affiliated entity is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Shanghai Earn and Earn may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Each of our consolidated affiliated entity may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE.

Any limitation on the ability of our consolidated affiliated entity to make payments to Shanghai Earn and Earn under the contractual arrangements, or the ability of Shanghai Earn and Earn to pay dividends or make other distributions to us, could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

We are an offshore holding company conducting our operations in China through our PRC subsidiary and consolidated affiliated entity. We may make loans to our PRC subsidiary and consolidated affiliated entity, or we may make additional capital contributions to our PRC subsidiary.

Any loans by us to our PRC subsidiary, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to Shanghai Earn and Earn to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE. We may also decide to finance Shanghai Earn and Earn by means of capital contributions. These capital contributions must be filed with the PRC Ministry of Commerce or its local counterpart. With respect to the proceeds we expect to receive from this offering, they will be a capital contribution to Shanghai Earn and Earn. Thus, Shanghai Earn and Earn would, within 30 days from occurrence of the change in registered capital and total investment amount, fill in and submit online a “Filing Declaration Form for Change of Foreign Investment Enterprise” and related documents, and complete filing formalities for the change through the integrated management system. In addition, we will finance the activities of our consolidated affiliated entity with the proceeds from this offering in RMB from Shanghai Earn and Earn to our consolidated affiliated entity.

On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting how the converted RMB may be used. SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without SAFE approval, and such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have not been used. Such requirements are also known as the “payment-based foreign currency settlement system” established under the SAFE Circular 142. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated a circular on November 19, 2010, or Circular No. 59 and another supplemental circular on July 18, 2011, known as Circular No. 88, which tightens the examination on the authenticity of settlement of net proceeds from an offering and requires that the settlement of net proceeds shall be in accordance with the description in its prospectus.

On March 30, 2015, SAFE issued the Circular on the Reform of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises (“SAFE Circular 19”), which became effective on June 1, 2015, and which abolished the application of SAFE Circular 142 and Circular No. 88 when it becomes effective. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue to follow the payment-based foreign currency settlement system or elect to follow the “conversion-at-will” of the foreign currency settlement system. Where a foreign-invested enterprise follows the conversion-at-will of the foreign currency settlement system, it may convert any or 100% amount of the foreign currency in its capital account into RMB at any time. The converted RMB will be kept in a designated account known as “Settled but Pending Payment Account,” and if the foreign-invested enterprise needs to make further payment from such designated account, it still needs to provide supporting documents and go through the review process with its bank. In addition, foreign-invested enterprises shall not use its capital and RMB obtained from foreign exchange settlement for purposes within the following negative list: (a) directly or indirectly for expenditures outside of its business scope or expenditures prohibited by national laws and regulations; (b) directly or indirectly for investment in securities, except as otherwise prescribed by applicable laws and regulations; (c) directly or indirectly for the disbursing RMB entrusted loans (other than as permitted in its business scope); (d) for repayment of inter-corporate borrowings (including money advanced by third parties) and the repayment of certain RMB bank loans that have been sub-lent to third parties; and (e) for the expenditures related to the purchase of real estate which is not for self-use, unless it is a foreign-invested real estate enterprise.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including SAFE Circular 142 or SAFE Circular 19, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected.

If our PRC subsidiary or consolidated affiliated entity become the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy all of their assets, which could reduce the size of our operations and materially and adversely affect our business, ability to generate revenues and the market price of our ordinary shares.

As part of the contractual arrangements with Shanghai Earntz and its shareholders, Shanghai Earntz holds operating permits and licenses and all of the assets that are important to the operation of our business. We expect to continue to be dependent on Shanghai Earntz to operate our business in China. If our consolidated affiliated entity goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which would materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entity undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which would materially and adversely affect our business, our ability to generate revenues and the market price of our Ordinary Shares. As an investor in our Ordinary Shares, you would not have rights with respect to the assets of our consolidated affiliated entity.

We may not be able to obtain certain treaty benefits on dividends paid by our PRC subsidiary to us through our Hong Kong subsidiary.

Under the Enterprise Income Tax Law, dividends generated from retained earnings after January 1, 2008 from a PRC company to a foreign parent company are subject to a withholding tax rate of 10% unless the foreign parent’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential withholding arrangement. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, or the Hong Kong Tax Treaty, which became effective on December 8, 2006, as amended, a company incorporated in Hong Kong, such as Earntz International, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiary if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that subsidiary. On October 27, 2009, the SAT promulgated a tax notice or Circular 601, which provides that tax treaty benefits will be denied to “conduit” or shell companies without business substance, and a beneficial ownership analysis will be used based on a “substance-over-the-form” principle to determine whether or not to grant tax treaty benefits. On June 29, 2012, the SAT further issued the Announcement of the State Administration of Taxation regarding Recognition of “Beneficial Owner” under Tax Treaties, or Announcement 30, which provides that a comprehensive analysis should be made when determining the beneficial owner status based on various factors that are supported by various types of documents including the articles of association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts, patent and copyright certificates and other information. As a result, although our PRC subsidiary Shanghai Earn and Earn is wholly owned by Earntz International, we cannot assure you that we would be entitled to the tax treaty benefits and enjoy the favorable 5% rate applicable under the Hong Kong Tax Treaty on dividends payable by Shanghai Earn and Earn. If Earntz International cannot be recognized as the beneficial owner of the dividends to be paid by our PRC subsidiary to us, such dividends will be subject to a normal withholding tax of 10% as provided by the Enterprise Income Tax Law.

If our consolidated affiliated entity were to incur future net losses, which could result in its inability to continue as a going concern, you could lose your entire investment.

Because we rely entirely upon Shanghai Earntz for our revenues, Shanghai Earntz’s inability to absorb such net losses could result in our management’s determination that there is substantial doubt as to our ability to continue as a going concern. Should that happen, our ability to continue as a going concern would depend, in large part, on our ability to obtain additional financing or replace Shanghai Earntz with other operating entity or entities, neither of which prospects would be certain. If we were unable to continue as a going concern, your entire investment could become worthless.

If Shanghai Earn and Earn were to transfer its exclusive option to acquire the equity interests of our consolidated affiliated entity to a third party, we may potentially lose control over such entities.

Under the option agreement between Shanghai Earn and Earn and the Shanghai Earntz shareholders, Shanghai Earn and Earn has an exclusive option to purchase all or part of such shareholders’ equity interests in Shanghai Earntz, which option Shanghai Earn and Earn may freely transfer to any third party. While we believe that Shanghai Earn and Earn would not act against its own interest by transferring such option to a third party unless, after exercise of such option, Shanghai Earn and Earn can continue to have the same control over Shanghai Earntz that it has prior to exercise, we cannot guarantee that Shanghai Earn and Earn will act accordingly.

If Shanghai Earn and Earn were to transfer the option to a third party without taking steps to ensure its continuing ability to control Shanghai Earntz post-exercise of such option, we could potentially lose control over them. As we rely entirely on Shanghai Earntz for our revenue as well as to fund our cash and other financing needs, such loss would have a severe and detrimental effect on our continuing business viability under our current corporate structure, which in turn may affect the value of your investment.

Our current corporate structure and business operations may be affected by the newly enacted Foreign Investment Law.

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which has taken effect on January 1, 2020. In addition, on December 26, 2019, State Counsel of PRC issued Regulation on the Implementation of the Foreign Investment Law of PRC, effective on January 1, 2020. Since they are relatively new, uncertainties exist in relation to their interpretations. The Foreign Investment Law and its implementation rule do not explicitly classify whether variable interest entities that are controlled through contractual arrangements would be deemed as foreign-invested enterprises if they are ultimately “controlled” by foreign investors. However, it has a catch-all provision under definition of “foreign investment” that includes investments made by foreign investors in China through other means as provided by laws, administrative regulations or the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, there can be no assurance that our control over our consolidated VIE through contractual arrangements will not be deemed as foreign investment in the future.

The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries specified as either “restricted” or “prohibited” from foreign investment in a “negative list” that is yet to be published. It is unclear whether the “negative list” to be published will differ from the current Special Administrative Measures for Market Access of Foreign Investment (Negative List). The Foreign Investment Law provides that foreign-invested entities operating in “restricted” or “prohibited” industries will require market entry clearance and other approvals from relevant PRC government authorities. If our control over our consolidated VIE through contractual arrangements are deemed as foreign investment in the future, and any business of our consolidated VIE is “restricted” or “prohibited” from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over our consolidated VIE may be deemed as invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse effect on our business operation.

Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations

Risks Relating to Doing Business in China

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, cybersecurity, anti-monopoly, anti-inflationary measures, currency conversion and remittance abroad, VIE structures, and rates and methods of taxation, among other things, and such change of rules and policies can happen quickly with little advance notice.

The Company’s sales, purchases and expense transactions are mostly in RMB, and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, China’s economic growth has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business and results of operations.

Furthermore, we and our China based operating entities, as well as our investors, face uncertainty about future actions by the Chinese government that could significantly affect our financial performance and operations, including the enforceability of our VIE contractual arrangements. If future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing VIE contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

As of the date of this prospectus, there are no laws, regulations or other rules requiring our China based operating entities to obtain permission or approvals from Chinese authorities to list on U.S. exchanges, and neither we nor our China based operating entities have received or were denied such permission. However, there is a risk that we or our China based operating entities will not receive or be denied permission from Chinese authorities to list on U.S. exchanges in the future, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

Increases in labor costs in the PRC may adversely affect our business and results of operations.

The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and results of operations may be adversely affected.

Uncertainties with respect to the PRC legal system could adversely affect us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protection afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC legal system is based on written statutes, and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties. The enforcement of laws and that rules and regulations in China can change quickly with little advance notice and the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China- based issuers, could result in a material change in our operations and/or the value of our ordinary shares.

We cannot rule out the possibility that the PRC government will institute a licensing regime or pre-approval requirement covering our industry at some point in the future. If such a licensing regime or approval requirement were introduced, we cannot assure you that we would be able to obtain any newly required license in a timely manner, or at all, which could materially and adversely affect our business and impede our ability to continue our operations.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules. As a result, we may not be able to keep ourselves updated with these policies and rules in time. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

As such, our business are subject to various government and regulatory interferences. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry, which could result in a material change in our operation and the value of our ordinary shares.

Furthermore, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are currently not required to obtain permission from any of the PRC federal or local government and has not received any denial to list on the U.S. exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

We are incorporated in the Cayman Islands and conduct our operations primarily in China. All of our assets are located outside of the United States and the proceeds of this offering will primarily be held in banks outside of the United States. In addition, majority of our directors and officers reside outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may not permit you to enforce a judgment against our assets or the assets of our directors and officers. See “Enforceability of Civil Liabilities.”

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

On April 21, 2020, then SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor.

On June 4, 2020, the U.S. President issued a memorandum ordering the President’s working group on financial markets to submit a report to the President within 60 days of the date of the memorandum that should include recommendations for actions that can be taken by the executive branch and by the SEC or PCAOB to enforce U.S. regulatory requirements on Chinese companies listed on U.S. stock exchanges and their audit firms. However, it remains unclear what further actions, if any, the U.S. executive branch, the SEC, and PCAOB will take to address the problem.

On August 6, 2020, the President’s working group released a report recommending that the SEC take steps to implement the five recommendations outlined in the report. In particular, to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, the President’s working group recommended enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB access to work papers of the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard as a result of governmental restrictions on access to audit work papers and practices in their jurisdiction may satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The report permits the new listing standards to provide for a transition period until January 1, 2022 for listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are effective.

On August 10, 2020, the SEC announced that the SEC Chairman had directed the SEC staff to prepare proposals in response to the report of the President’s working group, and that the SEC was soliciting public comments and information with respect to the development of these proposals.

On May 20, 2020, the U.S. Senate passed S. 945, the Holding Foreign Companies Accountable Act, or the Act. The Act was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the Act was signed into public law by the President of the United States. In essence, the Act requires the SEC to prohibit foreign companies from listing securities on U.S. securities exchanges if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. On March 24, 2021, SEC announced it has adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction.

The enactment of the Act and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could cause investors uncertainty for affected issuers and the market price of our Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement.

The lack of access to PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

We are a company headquartered in Hong Kong. Our independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in New York City, and has been inspected by the PCAOB on a regular basis with the last inspection in 2018. However, the recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.

Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

On March 15, 2019, the National People’s Congress, or the NPC, approved the Foreign Investment Law, which has taken effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. However, since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For instance, under the Foreign Investment Law, “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment through contractual arrangements would not be interpreted as a type of indirect foreign investment activity under the definition in the future. In addition, the definition contains a catch-all provision which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. In any of these cases, it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment under the PRC laws and regulations. Furthermore, if future laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance and business operations

We are a holding company, and we rely on dividends and other distributions on equity paid by our PRC subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our WFOE to adjust its taxable income under the contractual arrangements it currently has in place with our consolidated variable interest entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us. See “Risk Factors—Risks Related to Our Corporate Structure—Contractual arrangements in relation to our consolidated variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC consolidated variable interest entity owe additional taxes, which could negatively affect our financial condition and the value of your investment.”

Under PRC laws and regulations, our PRC subsidiary, as a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such funds reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. See also “—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.”

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China through our PRC subsidiaries and our VIE. We may make loans to our PRC subsidiaries and VIE subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China.

Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our wholly foreign-owned subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in China.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or VIE or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries or VIE when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

Substantially all of our revenues from domestic sales and expenditures are denominated in RMB, whereas our reporting currency is the U.S. dollar. As a result, fluctuations in the exchange rate between the U.S. dollar and RMB will affect the relative purchasing power in RMB terms of our U.S. dollar assets and the proceeds from this offering. Our reporting currency is the U.S. dollar while the functional currency for our PRC subsidiary and consolidated variable interest entity is RMB. Gains and losses from the remeasurement of assets and liabilities that are receivable or payable in RMB are included in our consolidated statements of operations. The remeasurement has caused the U.S. dollar value of our results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our results of operations will continue to vary with exchange rate fluctuations. A fluctuation in the value of RMB relative to the U.S. dollar could reduce our profits from operations and the translated value of our net assets when reported in U.S. dollars in our financial statements. This could have a negative impact on our business, financial condition or results of operations as reported in U.S. dollars. If we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations in currencies relative to the periods in which the earnings are generated may make it more difficult to perform period-to-period comparisons of our reported results of operations.

There remains significant international pressure on the PRC government to adopt a flexible currency policy. Any significant appreciation or depreciation of the RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our Ordinary Shares in U.S. dollars. For example, to the extent that we need to convert U.S. dollars we receive from this initial public offering into RMB to pay our operating expenses, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the market price of our Ordinary Shares.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive principally all of our revenues in RMB. Under our current corporate structure, our company in the Cayman Islands will rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. But approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

We are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our business. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. As of the date of this prospectus, we believe that we have made adequate employee benefit payments. If we fail to make adequate payments in the future, we may be required to make up the contributions for these plans. In an extreme situation, where we failed to contribute social security premiums in full amount and do not a provide guarantee, the social security premiums collection agency may apply to a Chinese court for seizure, foreclosure or auction of our properties of value equivalent to the amount of social security premiums payable, and the proceeds from auction shall be used for contribution of social security premiums. If we are subject to deposit, seizure, foreclosure or auction in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. The application of the M&A Rules remains unclear.

Our PRC counsel, King & Capital Law Firm, has advised us based on their understanding of the current PRC laws, rules and regulations that the M&A Rules is not applicable to our listing and trading of our Ordinary Shares on the NASDAQ in the context of this offering, given that:

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we established our PRC subsidiary, WFOE, by means of direct investment rather than by merger with or acquisition of PRC domestic companies; and

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no explicit provision in the M&A Rules classifies the respective contractual arrangements among WFOE and Shanghai Earntz, and their respective shareholders as a type of acquisition transaction falling under the M&A Rules.

Also, our PRC counsel has advised us that since the M&A Rules became effective, many Chinese companies have adopted VIE structure and listed and traded their stocks on the NASDAQ, and none of them has been required to obtain such approval.

However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and the CSRC’s opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If the CSRC or any other PRC regulatory agencies subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government agencies promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. Sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Ordinary Shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of Ordinary Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur. In addition, if the CSRC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price of Ordinary Shares.

The M&A Rules discussed in the preceding risk factor and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that MOFCOM be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name, and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. SAFE Circular 37 is issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

If our shareholders who are PRC residents or entities do not complete their registration as required, our PRC subsidiary may be prohibited from distributing its profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiary.

All our current shareholders have completed the initial registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. Also, we may not be informed of the identities of all the PRC residents holding direct or indirect interest in our Company, and we cannot provide any assurance that these PRC residents will comply with our request to make or obtain any applicable registrations or continuously comply with all requirements under SAFE Circular 37 or other related rules. The failure or inability of the relevant shareholders to comply with the registration procedures set forth in these regulations may subject us to fines and legal sanctions, such as restrictions on our cross-border investment activities, on the ability of our wholly foreign-owned subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year will be subject to these regulations when our Company becomes an overseas listed company upon the completion of this offering. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and limit our PRC subsidiary’s ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Regulation—Regulations on Stock Incentive Plans.”

If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners like us, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. See “Taxation—People’s Republic of China Taxation.” However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our Ordinary Shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our Company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our Ordinary Shares.

Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

From time to time, the Company may receive requests from certain U.S. agencies to investigate or inspect the Company’s operations, or to otherwise provide information. While the Company will be compliant with these requests from these regulators, there is no guarantee that such requests will be honored by those entities who provide products or services to us or with whom we associate, especially those entities located in China. Furthermore, an on-site inspection of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company and its affiliates, are subject to the unpredictability of the Chinese enforcers, and may therefore be impossible to facilitate.

We face uncertainty regarding the PRC tax reporting obligations and consequences for certain indirect transfers of our operating company’s equity interests. Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

The PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015.

Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

On October 17, 2017, the SAT promulgated the Bulletin of SAT on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source (“Bulletin 37”), which became effective on December 1, 2017, and Circular 698 was then replaced effective December 1, 2017. Bulletin 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises.

We face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our Company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 7 and Bulletin 37, and may be required to expend valuable resources to comply with Circular 59, Circular 7 and Bulletin 37 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under SAT Circular 59, Circular 7 and Bulletin 37 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 7 and Bulletin 37, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

In addition, in accordance with the Individual Income Tax Law promulgated by the Standing Committee of NPC, later amended on August 31, 2018 and effective January 1, 2019, where an individual carries out other arrangements without reasonable business purpose and obtains improper tax gains, the tax authorities shall have the right to make tax adjustments based on a reasonable method, and levy additional tax and collect interest if there is a need to levy additional tax after making tax adjustments. As a result, our beneficial owners, who are PRC residents, may be deemed to have carried out other arrangements without reasonable business purpose and obtained improper tax gains for such indirect transfer, and thus be levied tax.

Risks Related to Our Ordinary Shares and This Offering

Prior to this public offering, there has been no public market for our Ordinary Shares. We have applied to have our Ordinary Shares listed on NASDAQ. If an active trading market for our Ordinary Shares does not develop after this offering, the market price and liquidity of our Ordinary Shares will be materially adversely affected. The public offering price for our Ordinary Shares will be determined by negotiations between us and the underwriter and may bear little or no relationship to the market price for our Ordinary Shares after the public offering. You may not be able to sell any Ordinary Shares that you purchase in the offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our Ordinary Shares begin trading on NASDAQ, our Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Ordinary Shares may not develop or be sustained.

Our chief executive officer, Junjie Hu will be able to control and exert significance influence over our company following this offering, and his interest may be different from or conflict with that of the holders of our ordinary shares.

Our Chairman of Board and Chief Executive Officer, Mr. Junjie Hu will control more than 50% of the voting power of our Company after the offering. As more than 50% of the voting power for the election of directors is held by Mr. Hu following this offering, we are a “controlled company” as defined under Rule 5615(c)(1) of the Nasdaq Listing Rules. See “Principal Shareholders.” In addition to the elections of our directors, Mr. Hu is and will continue to be able to exert a significant degree of influence or actual control over other management and affairs and control matters requiring an approval from a majority of shareholders, including the merger, consolidation or sale of all or substantially all of our assets, and any other significant transaction. Mr. Hu’s interest might not always be aligned with the interests of our other shareholders.

Because more than 50% of the voting power for the election of our directors will be controlled by our Chief Executive Officer and chairman, Mr. Junjie Hu following the completion of the offering, we will be a “controlled company” as defined under Rule 5615(c)(1) of the Nasdaq Listing Rules. As a “controlled company”, we qualify for, exemptions from several of Nasdaq’s corporate governance requirements, including requirements that:

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a majority of the board of directors consist of independent directors;

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compensation of officers be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely of independent directors; and

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director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.

Accordingly, to the extent that we may choose to rely on one or more of these exemptions, our shareholders would not be afforded the same protections generally as shareholders of other Nasdaq-listed companies as long as Mr. Hu control more than 50% of the voting power of our Company and our board determines to rely upon one or more of such exemptions.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.

Any trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.

The market price for our Ordinary Shares may be volatile.

The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our Ordinary Shares, regardless of our actual operating performance.

The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

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the perception of U.S. investors and regulators of U.S. listed Chinese companies;

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actual or anticipated fluctuations in our operating results;

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changes in financial estimates by securities research analysts;

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negative publicity, studies or reports;

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conditions in Chinese nonwoven fabrics and related healthcare products markets;

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our capability to catch up with the technology innovations in the industry;

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changes in the economic performance or market valuations of other nonwoven fabrics and related healthcare products companies;

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announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

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addition or departure of key personnel;

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fluctuations of exchange rates between RMB and the U.S. dollar; and

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general economic or political conditions in China.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Ordinary Shares.

Volatility in our ordinary share price may subject us to securities litigation.

The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

In order to raise sufficient funds to enhance operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders.

If we raise additional funds through the sale of equity or convertible debt, our current shareholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of Ordinary Shares outstanding. We may have to issue securities that may have rights, preferences and privileges senior to our Ordinary Shares. We cannot provide assurance that we will be able to raise additional funds on terms acceptable to us, if at all. If future financing is not available or is not available on acceptable terms, we may not be able to fund our future needs, which would have a material adverse effect on our business plans, prospects, results of operations and financial condition.

We are not likely to pay cash dividends in the foreseeable future.

We currently intend to retain any future earnings for use in our operations and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate. Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from WFOE. WFOE may, from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard currency, and other regulatory restrictions.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the United States courts.

Our corporate affairs are governed by our current memorandum and articles of association and by the Companies Act (2021 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final court of appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court of the United Kingdom and the Court of Appeal are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the United States federal courts. The Cayman Islands courts are also unlikely to impose liabilities against us in original actions brought in the Cayman Islands, based on certain civil liability provisions of United States securities laws.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, 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.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

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we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

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we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to file reports on Form 6-K as a foreign private issuer. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Because we are a foreign private issuer and are exempt from certain NASDAQ corporate governance standards applicable to U.S. issuers, you may have less protection than you would have if we were a domestic issuer.

The Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of the above requirements. The Company currently intends to follow the requirements of the Nasdaq Listing Rules without relying on the exemption provided for foreign private issuers under Marketplace Rule 5615(a)(3). However, we may choose to rely on such exemption to follow certain corporate governance practices of our home country practice in the future. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, the Nasdaq Listing Rules also requires U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans for certain ordinary share issuances. We intend to comply with the requirements of the Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. However, we may consider following home country practice in lieu of the requirements under the Nasdaq Listing Rules with respect to certain corporate governance standards in the future which may afford less protection to investors.

Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to US domestic issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We are seeking to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on Nasdaq Capital Market.

In addition, following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including:

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a limited availability for market quotations for our securities;

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reduced liquidity with respect to our securities;

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a determination that our Ordinary Shares is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

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limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

As an “emerging growth company” under applicable law, we will be subject to reduced disclosure requirements. Such reduced disclosures may make our Ordinary Shares less attractive to investors.

For as long as we remain an “emerging growth company”, as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these reduced regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

If we are classified as a passive foreign investment company, United States taxpayers who own our Ordinary Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

	●	At least 75% of our gross income for the year is passive income; or

	●	The average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.

U.S. taxpayer who holds our Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2021 taxable year or for any subsequent year, at least 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”

Our board of directors may refuse or delay the registration of the transfer of Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Ordinary Shares are listed or traded from time to time, our board of directors may resolve to refuse or delay the registration of the transfer of our Ordinary Shares. Where our directors do so, they must specify the reason(s) for this refusal or delay in a resolution of the board of directors. Our directors may also refuse or delay the registration of any transfer of Ordinary Shares if the transferor has failed to pay an amount due in respect to those Ordinary Shares. If our directors refuse to register a transfer, they shall, as soon as reasonably practicable, send the transferor and the transferee a notice of the refusal or delay in the approved form.

This, however, will not affect market transactions of the Ordinary Shares purchased by investors in the public offering. Where the Ordinary Shares are listed on a stock exchange, the Ordinary Shares may be transferred without the need for a written instrument of transfer, if the transfer is carried out in accordance with the rules of the stock exchange and other requirements applicable to the Ordinary Shares listed on the stock exchange.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon consummation of this offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NASDAQ Capital Market, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our Company and, as a result, the value of our Ordinary Shares.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

Upon completion of this offering, we will become a public company in the United States subject to Section 404 of the Sarbanes-Oxley Act of 2002 which requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2022. In addition, once we cease to be an “emerging growth company” as such term is defined under the JOBS Act, and if the value of our non-affiliated float of our common stock exceeds certain amounts, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation, testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Generally, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets and harm our results of operations. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float may be smaller than anticipated and the price of our Ordinary Shares may be volatile which could subject us to securities litigation and make it more difficult for you to sell your shares.

As a company conducting a relatively small public offering, we are subject to the risk that a small number of investors will purchase a high percentage of the offering. While the underwriters are required to sell shares in this offering to at least 300 unrestricted round lot shareholders (a round lot shareholder is a shareholder who purchases at least 100 shares) and at least 50% of the minimum required number of round lot holders must each hold unrestricted shares with a minimum market value of $2,500 in order to ensure that we meet the Nasdaq initial listing standards, we have not otherwise imposed any obligations on the underwriters as to the maximum number of shares they may place with individual investors. If, in the course of marketing the offering, the underwriters were to determine that demand for our shares was concentrated in a limited number of investors and such investors determined to hold their shares after the offering rather than trade them in the market, other shareholders could find the trading and price of our shares affected (positively or negatively) by the limited availability of our shares. If this were to happen, investors could find our shares to be more volatile than they might otherwise anticipate. Companies that experience such volatility in their stock price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held by a few investors, smaller investors may find it more difficult to sell their shares.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Law, 2018 of the Cayman Islands, or the ES Law, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Law. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Law, we believe that our Company, Earntz Healthcare Products Inc., is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company, Earntz Healthcare Products Inc., is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Law. Uncertainties over the interpretation and implementation of the ES Law may have an adverse impact on our business and operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

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our goals and strategies;

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our future business development, financial conditions and results of operations;

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the expected growth of the nonwoven fabrics and related healthcare products markets marketplace in China;

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fluctuations in interest rates;

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our expectations as to increase of consumers and users of our products;

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our expectations regarding demand for and market acceptance of our products and services;

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our expectations regarding our relationships with suppliers and logistic companies;

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competition in our industry;

	●	relevant government policies and regulations relating to our industry; and

	●	impact of COVID-19 on our business and financial conditions.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. In addition, the rapidly changing nature of the nonwoven fabrics and related healthcare products industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $[ ] per Ordinary Share, which is the midpoint of the price range shown on the front page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, Underwriter non-accountable expense allowance, and the estimated offering expenses payable by us, of $[ ] if the Underwriter does not exercise its over-allotment option, and $[ ] if the Underwriter exercises its over-allotment option in full.

We plan to use the net proceeds of this issue as follows:

●

Approximately $[ ] to [ ];

●

Approximately $[ ] to [ ]; and

●

Approximately $ [ ] to [ ]; and

●

The remaining balance for general corporate purposes, which may include working capital requirements.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors—Risks Related to our Ordinary Shares and this Offering and —You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase the price of our Ordinary Shares.”

In utilizing the proceeds of this issue, according to Chinese laws and regulations, we can only provide funds to our Chinese subsidiaries through loans or investment. On the premise of meeting the applicable requirements for government registration and approval, we can provide inter-company loans to our Chinese subsidiary within the statutory limit or provide additional capital contributions to our Chinese subsidiaries to finance their capital expenditure or working capital. We cannot assure you that if we do, we will be able to get the government registration or approval in time. See “Risk Factors - Risks Related to Doing Business in China - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

We plan to use approximately $0.80 million out of the proceeds to pay the costs and expenses associated with being a public company. This portion of the offering proceeds will be immediately available to us following the closing of the offering as it will not be remitted to China.

Approximately $[ ] million of the proceeds will be immediately remitted to China following the completion of this offering to fund the registered capital of the WFOE. Except that, in using the proceeds of this offering, we are permitted under PRC laws and regulations as an offshore holding company to provide funding to our wholly foreign-owned subsidiary in China only through loans or capital contributions and to our consolidated variable interest entity only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our wholly foreign-owned subsidiary in China or make additional capital contributions to our wholly-foreign-owned subsidiary to fund its capital expenditures or working capital. For an increase of registered capital of our wholly foreign-owned subsidiary, we need to file with MOFCOM or its local counterparts. If we provide funding to our wholly foreign-owned subsidiary through loans, the total amount of such loans may not exceed the amount that equals to 2.5 times of the shareholders equity of the borrower. Such loans must be registered with SAFE or its local branches, which usually takes up to 20 working days to complete. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors—Risks Related Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans to or make additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

DIVIDEND POLICY

We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.

Under the Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts due in the ordinary course of business.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary Earntz International.

Current PRC regulations permit our indirect PRC subsidiary to pay dividends to Earntz International only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiary and VIE in the PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in the PRC is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in complying with the administrative requirements necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiary and VIE in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiary are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our Ordinary Shares.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. Earntz International may be considered a non-resident enterprise for tax purposes, so that any dividends our PRC subsidiary pay to Earntz International may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Taxation—People’s Republic of China Enterprise Taxation.”

In order for us to pay dividends to our shareholders, we will rely on payments made from Shanghai Earntz to Shanghai Earn and Earn, and the distribution of such payments to Earntz International as dividends from Shanghai Earn and Earn. Certain payments from Shanghai Earntz to Shanghai Earn and Earn are subject to PRC taxes, including business taxes and value-added taxes. In addition, if Shanghai Earntz incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by our PRC subsidiary to its immediate holding company, Earntz International. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Earntz International intends to apply for the tax resident certificate if and when Shanghai Earn and Earn plans to declare and pay dividends to Earntz International. See “Risk Factors—Risks Relating to Doing Business in China— We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.”

CAPITALIZATION

The following tables set forth our capitalization as of December 31, 2020:

●

on an actual basis;

●

on an unaudited adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed initial public offering price of $[ ] per share, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

The adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable. Total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with “Use of Proceeds,” “Summary Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	As of December 31, 2020
Shareholders’ Equity	Actual*		As adjusted

Ordinary shares, par value $0.0001 per share, 500,000,000 ordinary shares authorized, 17,500,000 ordinary shares issued and outstanding on an actual basis*, [ ] ordinary shares issued and outstanding on an adjusted basis (assuming [ ] ordinary shares to be issued in this offering)	$	1,750	$
Additional paid-in capital		4,674,680
Statutory reserves		1,035,288
Retained earnings		9,314,138
Accumulated other comprehensive loss		629,113
Total Shareholders’ Equity		15,654,969
Total Capitalization	$	26,924,985	$

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization on July 9, 2021.

If the underwriters’ over-allotment option to purchase additional shares from us was exercised in full, pro forma (i) ordinary shares would be [ ] shares, (ii) additional paid-in capital would be $[ ] (iii) total shareholders’ equity would be $[ ] and (iv) total capitalization would be $[ ].

DILUTION

If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the initial public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of December 31, 2020, was $[ ], or $[ ] per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Ordinary Share (as adjusted for the offering) from the initial public offering price per Ordinary Share and after deducting the underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us.

Dilution to New Investors if the Offering Amount is Sold without Exercise of the Over-allotment Option

After giving effect to our sale of [ ] Ordinary Shares offered in this offering based on the assumed initial public offering price of $[ ] per Ordinary Share, after deduction of the underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2020, would have been $[ ] million, or $[ ] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $[ ] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[ ] per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates this per share dilution:

		No Exercise of Over- Allotment Option
Assumed Initial public offering price per Ordinary Share		$
Net tangible book value per Ordinary Share as of June 30, 2021		$
Net tangible book value per Ordinary Share after private placement		$
Increase in net tangible book value per Ordinary Share attributable to payments by new investors		$
Pro forma net tangible book value per Ordinary Share immediately after this offering		$
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering		$

A $1.00 increase (decrease) in the assumed public offering price of $[ ] per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[ ] million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[ ] per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $0.86 per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance, and estimated offering expenses.

The following table sets forth, on an as adjusted basis as of June 30, 2021, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses.

Ordinary Shares
purchased

Total consideration

Average
price per
Ordinary

Over-allotment option not exercised

Number

Percent

Amount

Percent

Share

($ in thousands)

Existing shareholders

17,500,000

New investors

Total

Dilution to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option

After giving effect to our sale of [ ] Ordinary Shares offered in this offering based on the assumed initial public offering price of $[ ] per Ordinary Share, after deduction of the underwriting discounts, non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021, would have been $[ ] million, or $[ ] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $[ ] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[ ] per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates this per share dilution:

		Full Exercise of Over- Allotment Option
Assumed Initial public offering price per Ordinary Share		$
Net tangible book value per Ordinary Share as of December 31, 2020		$
Net tangible book value per Ordinary Share after private placement		$
Increase in net tangible book value per Ordinary Share attributable to payments by new investors		$
Pro forma net tangible book value per Ordinary Share immediately after this offering		$
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering		$

A $1.00 increase (decrease) in the assumed public offering price of $[ ] per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[ ] million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[ ] per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $[ ] per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance, and estimated offering expenses.

The following table sets forth, on an as adjusted basis as of December 31, 2020, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses.

Ordinary Shares
purchased

Total consideration

Average
price per
Ordinary

Over-allotment option exercised in full

Number

Percent

Amount

Percent

($ in thousands)

Existing shareholders

Private placement investors

New investors

Total

EXCHANGE RATE INFORMATION

Our business is primarily conducted in China and all of our revenues are received and denominated in RMB. Capital accounts of our condensed financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into United States dollars at the rates used in translation.

The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan, Renminbi (“RMB”), the currency of the PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first prepared in RMB and then is translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholder’s equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

The exchange rates in effect as of December 31, 2020 and 2019 were RMB1 for $0.1533 and $0.1431, respectively. The average exchange rates for the years ended December 31, 2020 and 2019 were RMB1 for $0.1449 and $0.1448, respectively.

As of August 31, 2021, the exchange rate was RMB 1 to $ 0.1544.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

●

political and economic stability;

●

an effective judicial system;

●

a favorable tax system;

●

the absence of exchange control or currency restrictions; and

●

the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

The Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, 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.

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, and King and Capital Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

●

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

●

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder (Hong Kong) LLP has informed us that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically enforceable in the Cayman Islands. We have also been advised by Maples and Calder (Hong Kong) LLP that a judgment obtained in any federal or state court in the United States 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 (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

There is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Such uncertainty relates to whether a judgment obtained from the United States courts under the 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 or its directors and officers. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands.

King and Capital Law Firm has further advised us that the recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civil procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments.

Although in 2017 an intermediate court of Wuhan, Hubei Province recognized and enforced the judgment from a Los Angeles Court, based on reciprocal treatment because a California court recognized and enforced a judgment of Hubei Province, China, in 2009, such recognition and enforcement is case specific and did not set as a binding precedent. There is no guarantee for further recognition and enforcement in the future. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

CORPORATE HISTORY AND STRUCTURE

Earntz Healthcare Products, Inc. (“Earntz Healthcare” or the “Company”) is an exempted company incorporated in the Cayman Islands with limited liability on March 8, 2021 as a holding company. The Company, through its consolidated Variable Interest Entity (“VIE”), manufactures and sells nonwoven fabrics, and related healthcare products.

A reorganization of the Company’s legal structure (“Reorganization”) was completed on July 9, 2021. The Reorganization involved the incorporation of Earntz Healthcare, a Cayman Islands holding company, Earntz International, a Hong Kong holding company on March 19, 2021, and Shanghai Earn and Earn, a wholly foreign-owned entity (“WFOE”) by Earntz International under the laws of the People’s Republic of China on July 8, 2021.

On July 9, 2021, Shanghai Earn and Earn entered into a series of contractual arrangements with Shanghai Earntz and the shareholders of Shanghai Earntz. These agreements include: 1) an Exclusive Consulting and Services Agreement; 2) an Equity Interest Pledge Agreement; 3) an Exclusive Option Agreements 4) Powers of Attorney and 5) Spousal Consent Letters. Pursuant to these agreements, Shanghai Earn and Earn has the exclusive rights to provide consulting services to Shanghai Earntz related to the business operation and management of Shanghai Earntz. For such services, Shanghai Earntz agrees to pay service fees determined based on all of its net profit after tax payments to Shanghai Earn and Earn or Shanghai Earn and Earn has obligation to absorb all of Shanghai Earntz’s losses. The agreements remain in effect until and unless WOFE agrees to its termination, except the Exclusive Option Agreement that the effective term until all of the option equity interest and the assets of Shanghai Earntz have been lawfully transferred to Shanghai Earn and Earn and/or its designated entity or individual. Until such termination, Shanghai Earntz may not enter into another agreement for the provision of management consulting services without the prior consent of Shanghai Earn and Earn. Also, pursuant to the equity interest pledge agreement between the shareholders of Shanghai Earntz and Shanghai Earn and Earn, such shareholders pledged all of their equity interests in Shanghai Earntz to Shanghai Earn and Earn, to guarantee Shanghai Earntz’s performance of its obligations under the Exclusive Consulting and Services Agreement. Without Shanghai Earn and Earn’s prior written consent, the shareholders of Shanghai Earntz shall not transfer or assign the pledged equity interests, or incur or allow any encumbrance that would jeopardize Shanghai Earn and Earn’s interests. If Shanghai Earntz breaches its contractual obligations under the aforesaid agreement, Shanghai Earn and Earn, as the pledgee, will be entitled to certain rights and entitlements, including priority in receiving payments by the evaluation or proceeds from the auction or sale of all or part of the pledged equity interests of Shanghai Earntz, in accordance with legal procedures. In essence, Shanghai Earn and Earn has gained effective control over Shanghai Earntz. Therefore, Shanghai Earntz is considered a VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”, because the equity investments in Shanghai Earntz no longer have the characteristics of a controlling financial interest, and the Company, through Shanghai Earn and Earn, is the primary beneficiary of Shanghai Earntz. Accordingly, Shanghai Earntz has been consolidated (See Note 3 to the financial statements attached to the registration statement of which this prospectus forms a part of – Consolidation of Variable Interest Entity).

Since Earntz Healthcare and its subsidiaries are effectively controlled by the same controlling Shareholders before and after the Reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

Upon the Reorganization, the Company has subsidiaries in countries and jurisdictions including PRC and Hong Kong. Details of the subsidiaries of the Company are set out below:

Name of Entity	Date of Incorporation	Place of Incorporation	% of Ownership		Principal Activities
Earntz International	March 19, 2021	Hong Kong		100	Holding Company
Shanghai Earn and Earn	July 8, 2021	Shanghai, China		100	Holding Company
Shanghai Earntz	July 25, 2016	Shanghai, China		0 (VIE)	Manufacture and sell nonwoven fabrics and related products

Foreign Private Issuer Status

●

we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

●

for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

●

we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

●

we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

●

we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

●

Variable Interest Entity Arrangements

In establishing our business, we have used a VIE structure. In the PRC, investment activities by foreign investors are principally governed by the Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Version) issued by MOFCOM and the NDRC, or the Negative List, which became effective on July 23, 2020. Industries not listed in the Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations. Our Company and the WFOE are considered as foreign investors or foreign invested enterprises under PRC law.

Although the business we currently conduct through our VIE is not within the category for which foreign investment is restricted under the current Negative List or other PRC Laws. However, we intend to expand our business and operation in the PRC without being restricted to the business activities not subject to the Negative List, which are important for our future business development and growth. As such, we believe the agreements between the WFOE and our VIE are necessary and essential to our business operations. These contractual arrangements with our VIE and its shareholders enable us to exercise effective control over our VIE and hence consolidate their financial results as well as provide us with freedom to conduct and develop our business without the restriction of the Negative List.

In our case, the wholly foreign-owned enterprise (“WFOE”) effectively assumed management of the business activities of our variable interest entity through a series of agreements which are referred to as the VIE Agreements. The VIE Agreements are comprised of a series of agreements, including an Exclusive Consulting and Services Agreement, an Equity Pledge Agreement, an Exclusive Option Agreement, Powers of Attorney and Spousal Consent Letters. Through the VIE Agreements, the WFOE has the right to advise, consult, manage and operate the variable interest entity for an annual consulting service fee in the amount equal to the variable interest entity’s net income. The shareholders of the variable interest entity have pledged all of their right, title and equity interests in the variable interest entity as security for the WFOE to collect consulting services fees provided to the variable interest entity through the Equity Pledge Agreement. In order to further reinforce the WFOE’s rights to control and operate the variable interest entity, the variable interest entity’s shareholders have granted the WFOE an exclusive right and option to acquire all of their equity interests in the variable interest entity through the Exclusive Option Agreement.

Emerging Growth Company Status

Corporate Information

Recent Developments Related to the COVID-19 Outbreak

A novel strain of coronavirus (COVID-19) was first reported in December 2019, which has spread rapidly in China and many parts of the world, including the US. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of offices and business facilities in China from January to March 2020. In March 2020, the World Health Organization (“WHO”) declared the COVID-19 as a global pandemic. In order to prevent and control the spread of the pandemic, the Chinese governments have issued administrative orders to impose travel and public gathering restrictions as well as to work from home and self-quarantine. The circulation of production factors such as raw materials and labor has been hindered during the outbreak. Normal business activities such as logistics, production, sales, travels and business meetings have been severely disrupted due to the outbreak and restrictions imposed by the government.

The Company primarily conducts its business operations in the PRC. In response to the evolving dynamics related to the COVID-19 outbreak, the Company has followed the guidelines of local government authorities as it prioritizes the health and safety of its employees, suppliers, customers and business partners. Our office and manufacturing facility of Shanghai Earntz were closed for the Lunar New Year Holiday Break January 22, 2020, and remained closed as a result of the outbreak until February 10, 2020 as we are considered as a manufacturer of materials for PPE products. Our office and manufacturing facility are now open and have resumed ordinary operations, which has been manufacturing and delivering products that are critical in response to the global pandemic. COVID-19 has impacted our supply chains relative to global demand for products like face masks. COVID-19 has also affected the ability of suppliers and vendors to provide materials and services to us. Although the COVID-related factors have significantly increased demand for our face mask products, it also has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates. For example, COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and could adversely impact access to capital. As economies start to reopen in certain parts of the world, workplace safety, for the Company and others, will increasingly become a focus of concern. Due to the speed and scope with which the COVID situation is developing and evolving and the uncertainty of its duration, new variants, the efficacy and distribution of vaccines and the timing of recovery, the Company is not able at this time to predict the extent to which the COVID-19 pandemic may have a material effect on its consolidated results of operations or financial condition for 2021.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated statements of income and comprehensive income (loss) data and selected consolidated statements of cash flows data for the years ended December 31, 2020 and 2019, and the selected consolidated balance sheets data as of December 31, 2020 and 2019 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Consolidated Financial and Operating Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	For the years ended December 31,
	2020		2019
Consolidated Statements of Income and Comprehensive Income (Loss) Data:
Total Sales	$	46,901,200	$	10,616,972
Cost of sales		22,317,921		9,029,573
Gross profit		24,583,279		1,587,399
Operating expenses		14,077,551		1,524,422
Income from operations		10,505,728		62,977
Other income		1,088,125		285,987
Provision for income taxes		1,515,449		(3,880	)
Net income		10,078,404		352,844
Other comprehensive income:
Foreign currency translation gain (loss)		916,425		(78,135	)
Comprehensive Income	$	10,994,829	$	274,709
Earnings per share – basic and diluted	$	0.58	$	0.02
Weighted average number of shares - basic and diluted		17,500,000		17,500,000

	December 31,		December 31,
	2020		2019
Consolidated Balance Sheet Data:
Current assets	$	19,126,666	$	5,349,209
Total non-current assets	$	7,798,319	$	4,005,243
Total assets	$	26,924,985	$	9,354,452
Total current liabilities	$	10,581,905	$	4,694,312

	For the years ended December 31,
	2020			2019
Consolidated Cash Flow Data:
Net cash provided by operating activities	$	9,596,650		$	27,826
Net cash (used in) investing activities	$	(4,009,922	)	$	(364,383	)
Net cash (used in) provided by financing activities	$	(1,832,788	)	$	513,053
Net increase in cash	$	4,001,013		$	170,587

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

Earntz Healthcare Products Inc. is a holding company incorporated under the laws of the Cayman Islands on March 12, 2021. The Company, through its VIE, Shanghai Earntz, manufactures and sells nonwoven fabrics, and related healthcare products including disposable non-surgical face masks, eye masks, gloves, diapers, and feminine hygiene pads. Nonwoven fabrics provide specific functions such as absorbency, liquid repellence, resilience, stretch, softness, strength, flame retardancy, washability, cushioning, thermal insulation, acoustic insulation, filtration, use as a bacterial barrier and sterility. In combination with other materials, nonwoven fabrics are widely used in the healthcare and consumer products industries.

Shanghai Earntz has two high quality Kasen melt-blown production lines imported from Japan. These production lines can produce melt-blown nonwoven fabrics with a filtration efficiency of 99.99%, which can be used to manufacture European FFP3 masks that have the highest protection level. Our mask products obtained many qualifications and test certifications, such as: 1) CE certification, FFP2, FFP3 level; 2) China KN95 level certification; and 3) EUA certification of US FDA. Shanghai Earntz also has obtained production permits for its mask products issued by Shanghai Administration of Market Regulation.

Our principal office and manufacturing facility is located in Shanghai, one of the largest business and logistics hubs in China. Our primary raw materials are fibers and fabrics. Shanghai Earntz sources raw materials from recognized international brands such as Toray Chemical. In 2020, about one third of our products were sold in the international market to countries such as the United States, Japan, Australia, Russia, European Union, the United Kingdom, Brazil, Chile, Peru, and Columbia.

In connection with this offering, we have undertaken a reorganization of our legal structure. The reorganization involved (1) the incorporation of Earntz Healthcare Products Inc, a Cayman Islands holding company; (2) the incorporation of Earntz International Limited, a Hong Kong holding company; (3) the incorporation of Shanghai Earn and Earn Management Consulting Co., Ltd, a WFOE formed by Earntz International Limited under the laws of the PRC; (4) the VIE contractual arrangements between WFOE and Shanghai Earntz Nonwoven Co., Ltd.; (5) the issuance of a total of 17,500,000 ordinary shares of Earntz Healthcare Products Inc. As a result of the reorganization, Earntz Healthcare Products Inc, the ultimate holding company, owns 100% of the equity interest of Shanghai Earn and Earn Management Consulting Co., Ltd, which obtained control of Shanghai Earntz Nonwoven Co., Ltd on July 9, 2021.

In accordance with Accounting Standards Codification (“ASC”) 805-50-25, the reorganization has been accounted for as a recapitalization among entities under common control since the same shareholders controlled all these entities prior to the reorganization. The consolidation of Earntz Healthcare Products Inc has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Furthermore, ASC 805-50-45-5 indicates that the financial statements and financial information presented for prior years shall be retrospectively adjusted to furnish comparative information.

Our current manufacturing facility is located in Shanghai, which is one of the largest logistics hubs in China. Our primary raw materials are fibers and fabrics. We source raw materials from recognized international brands.

We generate revenue primarily from sales of nonwoven products to domestic and international customers. Our total revenue increased by approximately $36.3 million, or 342%, from approximately $10.6 million for the year ended December 31, 2019 to approximately $46.9 million for the year ended December 31, 2020, during which 66% of our revenue was generated from domestic sales and 34% from international sales. Our net income increased by approximately $9.7 million, or 2,756%, from approximately $0.4 million for the year ended December 31, 2019 to approximately $10.1 million for the year ended December 31, 2020.

Unlike other businesses that are negatively affected by the coronavirus (COVID-19), our sales increased significantly during the pandemic as the demand for personal protective equipment (“PPE”) increased to an all-time high. However, there are still great uncertainties surrounding the future of COVID-19 and its variants and the market demand on PPE products and the related financial impact cannot be reasonably estimated at this time. However, we expect PPE to represent a relatively smaller percentage of our revenues in the long-term and we intend to allocate more resources and time on sanitary products including adult diapers and feminine hygiene pads.

General Factors Affecting Our Results of Operations

Our business and results of operations are affected by general factors, which include, among other things:

●

The PRC’s overall economic growth;

●

Economic growth of our international markets, including Europe, Americas, and Asia-Pacific;

●

Changes in regulations, politics, trade policies, and foreign exchange rates;

●

Per capita disposable income; and

●

Change in PRC consumer spending patterns.

Unfavorable changes in any of these general factors could materially and adversely affect our business and results of operations.

Specific Factors Affecting Our Results of Operations

Fluctuation in price of raw materials

Fluctuations in raw materials can lead to volatility in pricing, which influences the competitiveness of our products. Because the cost of raw materials represents a large portion of our total cost of sales, higher or lower cost of materials affect our gross margins.

Fluctuation in shipping and handling cost

Fluctuation in logistics and shipping cost, especially international shipping cost, can lead to volatility in our selling expenses. Our shipping and handling cost increased from approximately RMB 1.8 million (approximately USD $0.3 million) for the year ended December 31, 2019 to approximately RMB 7.5 million (approximately USD $1.1 million) for the year ended December 31, 2020 due to increases in domestic and international sales.

Seasonality

Our business faces seasonal fluctuations in sales. Our PPE products typically have a higher sales volume in fall and winter seasons, during which time viruses, including flu activity, develop and peak. Our sanitary products also have a relatively higher sales volume during the cold season. We adjust our inventory levels accordingly to match the seasonality. However, a misjudgment on market change, or abnormal change in weather, can cause an overstock or understock issue, which would have a negative impact on our operations and financial results.

Ability to attract customers

Approximately 70% of our revenues were generated from face mask sales in 2020. For our top 10 customers, the average revenue per customer was approximately RMB 6.7 million (approximately USD $1.0 million) during the year ended December 31, 2019, as compared to approximately RMB 25.1 million (approximately USD $3.6 million) during the year ended December 31, 2020. Our international sales rely heavily on our sales agents, whose intermediary service fees represent approximately 87% of our selling expenses, and 16% of our revenue for the year ended December 31, 2020. Our ability to increase our revenues and our profitability will depend on our ability to retain our existing customers, to attract high quality new customers and large direct importers, to maintain business relationships with our sales agents, to diversify our customer base, as well as to boost our revenue per customer. To achieve this, we strive to further develop our sales network and to enhance the quality of our products.

General competition

Our products face significant competition from both in China and overseas markets, and we have successfully competed against our competitors with excellent customer service, high quality products and rapid fulfillment of customer orders. However, our business could be adversely affected by competitors who reduce prices, improve on quality and take other business actions, which may reduce our customers’ orders from us.

Fluctuation in foreign currency exchange

Shanghai Earntz sells a significant portion of our products in countries outside of China (approximately 34% based on 2020 revenue). Historically, we have relied on favorable exchange rates in China to make our products sold abroad competitive in price. If in any circumstances, China’s currency appreciates against the U.S. dollar, our advantage in price might be compromised or eliminated. To the extent the Chinese RMB starts to appreciate, our products could become more expensive and, as a result, less attractive to potential customers in overseas markets.

COVID-19 Pandemic

A novel strain of coronavirus (COVID-19) was first reported in December 2019, which has spread rapidly in China and many parts of the world, including the US. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of offices and business facilities in China from January to March 2020. In March 2020, the World Health Organization (“WHO”) declared COVID-19 as a global pandemic. In order to prevent and control the spread of the pandemic, the Chinese governments have issued administrative orders to impose travel and public gathering restrictions as well as to work from home and self-quarantine. The circulation of production factors such as raw materials and labor has been hindered during the outbreak. Normal business activities such as logistics, production, sales, travel and business meetings have been severely disrupted due to the outbreak and restrictions imposed by the government.

The Company primarily conducts its business operations in the PRC. In response to the evolving dynamics related to the COVID-19 outbreak, the Company has followed the guidelines of local government authorities as it prioritizes the health and safety of its employees, suppliers, customers and business partners. Our office and manufacturing facility of Shanghai Earntz were closed for the Lunar New Year Holiday Break at January 22, 2020, and remained closed as a result of the outbreak until February 10, 2020 as we are considered as a manufacturer of materials for PPE products. Our office and manufacturing facility are now open and have resumed ordinary operations, which has been manufacturing and delivering products that are critical in response to the global pandemic. COVID-19 has impacted our supply chains relative to global demand for products like face masks. COVID-19 has also affected the ability of suppliers and vendors to provide materials and services to us. Although the COVID-related factors have significantly increased demand for our face mask products, it also has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates. For example, COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and could adversely impact access to capital. As economies start to reopen in certain parts of the world, workplace safety, for the Company and others, will increasingly become a focus of concern. Due to the speed and scope with which the COVID situation is developing and evolving and the uncertainty of its duration, new variants, the efficacy and distribution of vaccines and the timing of recovery, the Company is not able at this time to predict the extent to which the COVID-19 pandemic may have a material effect on its consolidated results of operations or financial condition for 2021.

Results of Operations

Years Ended December 31, 2020 and 2019

The following table summarizes the results of our operations for the years ended December 31, 2020 and 2019 and provides information regarding the dollar and percentage increase or (decrease) during such periods.

	Year Ended December 31,									Change
	2020			2019			Change			%

Sales	$	46,901,200		$	10,616,972		$	36,284,228			342	%
Cost of sales		22,317,921			9,029,573			13,288,348			147	%

Gross profit		24,583,279			1,587,399			22,995,880			1449	%

Operating expenses:
Bad debt expense		2,162,036			-			2,162,036			100	%
Selling and marketing		8,826,890			297,272			8,529,618			2869	%
General and administrative		849,632			613,079			236,553			39	%
Research and development		2,238,993			614,071			1,624,922			265	%

Total operating expenses		14,077,551			1,524,422			12,553,129			823	%

Income from operations		10,505,728			62,977			10,442,751			16582	%

Other income (expense):
Government subsidies		1,026,734			450,147			576,587			128	%
Gain on disposal of assets		271,365			-			271,365			100	%
Interest income		50,628			1,022			49,606			4854	%
Interest (expenses)		(67,174	)		(147,242	)		80,068			-54	%
Foreign currency exchange (loss)		(192,372	)		(17,341	)		(175,031	)		1009	%
Other (expense)		(1,056	)		(599	)		(457	)		76	%

Total other income, net		1,088,125			285,987			802,138			280	%

Income before provision for (benefit from) income taxes		11,593,853			348,964			11,244,889			3222	%
Provision for (benefit from) income taxes		1,515,449			(3,880	)		1,519,329			-39158	%

Net income	$	10,078,404		$	352,844		$	9,725,560			2756	%

Revenue

Our revenues are primarily derived from the sale of nonwoven fabric and nonwoven fabric based healthcare and personal care products. Our total revenues increased by $36,284,228, or 342%, to $46,901,200 for the year ended December 31, 2020 as compared to $10,616,972 for the year ended December 31, 2019. The increase was primarily attributable to the sales of face masks, a new product that we launched in 2020 and represents approximately 69% of our total sales for the year ended December 31, 2020, as well as a 36% increase in non-woven fabric sales. Both increases were the result of the COVID-19 pandemic that created a significant increase in PPE demand.

	Year Ended December 31,				Change		Change
	2020		2019		$		%

Non-woven fabric - domestic	$	14,106,240	$	10,383,810	$	3,722,430		36	%
Masks - domestic		16,662,769		-		16,662,769		100	%
Masks - export		15,764,396		-		15,764,396		100	%
Other		367,795		233,162		132,323		61	%
	$	46,901,200	$	10,616,972	$	36,284,228		342	%

Cost of revenue

Total cost of revenue increased by $13,288,348, or 147%, to $22,317,921 for the year ended December 31, 2020 as compared to $9,029,573 for the year ended December 31, 2019. In addition, Shanghai Earntz shipped several batches of masks to Europe in the amount of $451,000, which was unsuitable for Europeans’ size and we decided to not have those customers return the masks due to the high shipping cost during the pandemic period and reshipped new batches of masks to those customers in 2020, which resulted in doubling the costs incurred for those sales. The increase in cost of revenue is directly related to the increase in revenues. Gross profit increased by 37%, to 52% for the year ended December 31, 2020 as compared to 15% for the year ended December 31, 2019, which was due to the products sold in 2019 were made of fiber, while products sold in 2020 were made of particles, which generate higher unit selling prices as a result of higher quality. In addition, in 2020 we started to sell finished face mask products which has a higher selling price than nonwoven fabrics and generated higher gross profit margin in 2020 as compared to 2019.

Operating expenses

During the year ended December 31, 2020, we incurred a total of approximately $14.1 million of operating expenses, an increase of approximately $12.6 million, or 823%, as compared to a total of approximately $1.5 million during the year ended December 31, 2019.

Selling and marketing expenses increased approximately $8.5 million, or 2869%, from approximately $0.3 million for the year ended December 31, 2019, to approximately $8.8 million for the year ended December 31, 2020. Selling expenses mainly include shipping and handling expenses, and intermediary service fees. Shipping and handling expenses increased from approximately $0.3 million for the year ended December 31, 2019 to approximately $1.1 million for the year ended December 31, 2020 due to the increase in domestic and international sales. Intermediary service fees increased from zero for the year ended December 31, 2019 to approximately $7.7 million for the year ended December 31, 2020 as a result of a referral program that we initiated in 2020 to promote our international sales activities. The intermediary service fees represent approximately 87% of selling expenses for the year ended December 31, 2020.

General and administrative expenses increased by approximately $0.2 million, or 39%, from $0.6 million for the year ended December 31, 2019 to approximately $0.8 million for the year ended December 31, 2020. The increase was mainly due to increased payroll expenses, depreciation expenses, utility expenses as a result of the increase in our business operations.

Research and development expenses increased by approximately $1.6 million, or 265%, from approximately $0.6 million for the year ended December 31, 2019 to approximately $2.2 million for the year ended December 31, 2020. The increase was mainly due to increased raw material expense of approximately $1.2 million, patent expenses of approximately $0.2 million, and depreciation expense of approximately $0.2 million incurred for the development of a new type of non-woven mask.

The increased bad debt expense of approximately $2.2 million was related to certain customers that have incurred financial difficulty and require a reserve allowance.

Other income (expense), net

Total other income increased by approximately $0.8 million, or 280%, from approximately $0.3 million to $1.1 million. The increase was primarily due to the increase of the government subsidy by approximately $0.6 million and the gain on the disposal of assets of $0.3 million, partially offset by an increase in the foreign currency exchange loss of $0.2 million.

We receive various government subsidies from time to time, such as the “Face Mask Production Line Construction Subsidy” and “Shanghai Jinshan District Hi-tech Business Fund Subsidy”. Our government subsidies were all granted by local governments as an incentive for companies to promote industry development.

The foreign currency exchange loss increase was primarily due to the increase in our foreign exports.

Provision for income taxes

Our income tax expense increased by approximately $1.5 million, from a benefit of $(3,880) for the fiscal year ended December 31, 2019, to $1,515,449 for the year ended December 31, 2020. The increase in income tax expense was primarily due to the increased taxable income for the year ended December 31, 2020. In addition, the effective tax rate increased from (1.1%) to 13.1% from 2019 to 2020 as a result of additional R&D deduction in 2019 which resulted in a 19.8% decrease in the effective tax rate in 2019 compared to 1.9% in 2020

Liquidity and Capital Resources

Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital requirements, principal payments on our obligations, lease payments and tax payments when we generate taxable income. Recently, we have financed our capital requirements with advances from shareholders and cash flows from operating activities.

We believe our revenues and operations will continue to grow and the current working capital, plus the proceeds from this offering, should be sufficient to support our operations for a period of one year from the date of this prospectus. However, we may need additional cash resources in the future if we experience changed business conditions or other developments and may also need additional cash resources in the future if we wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the amount of available cash, we may seek to issue debt or equity securities or obtain a credit facility.

The following summarizes the key components of our cash flows for the years ended December 31, 2020 and 2019:

	Year Ended December 31,
	2020			2019

Net cash provided by operating activities	$	9,596,650		$	27,826
Net cash (used in) investing activities		(4,009,922	)		(364,383	)
Net cash (used in) provided by financing activities		(1,832,788	)		513,053
Effect of exchange rate changes on cash		247,073			(5,909	)
Net increase in cash		4,001,013			170,587
Cash, beginning		413,192			242,605
Cash, ending	$	4,414,205		$	413,192

Operating Activities

Net cash provided by operating activities was approximately $9.6 million in 2020, compared to cash provided by operating activities of approximately $0.02 million in 2019.

The increase in net cash provided by operating activities was primarily attributable to the following factors:

●

A significant increase in net income before depreciation, bad debt expense, gain on asset disposals and deferred tax expense of $10.4 million compared with 2019. The changes in accounts payable increased by $3.8 million from $0.2 million in 2019 to $4.0 million in 2020, which was due to increased purchases on credit and conserving our cash as the business operations increased. The changes in advance from customers increased by $2.0 million, which was due to the increased number of customers as the business operations increased.

The increase in cash provided by operating activities is offset by the following factors:

●

Accounts receivable increased by $1.4 million from $1.2 million in 2019 to $2.6 million in 2020, which was due to the increased number of customers and increased export sales as the business operations increased. Notes receivable increased by $1.4 million from $0.2 million in 2019 to $1.7 million in 2020, which was due to the increased number of customers paying us through notes. Inventory increased by $1.3 million from $0.1 million in 2019 to $1.5 million in 2020 as our revenue increased significantly in 2020 and we expect to see continued revenue growth. As such, we intentionally increased our inventory as of December 31, 2020 leading to increased cash used in purchasing of inventory compared to 2019. The increase in prepayments of $5.5 million is mainly associated with our intention to secure future supplies from raw material vendors.

Investing Activities

Net cash used in investing activities was approximately $4.0 million for the year ended December 31, 2020, an increase of $3.6 million, or 1,000%, compared to $0.4 million for the year ended December 31, 2019. The increase was mainly due to the increase in the purchase of production property and equipment of $4.8 million in order to increase our production capacity, offset by the proceeds from the sale of certain unsuitable production equipment.

Financing Activities

Net cash used in financing activities was approximately $1.8 million, a decrease of $2.3 million, or 457%, compared to $0.5 million net cash provided by financing activities for the year ended December 31, 2019. The decrease was a combined result of the repayment of advances from our shareholders which increased by $2.8 million and the repayment of short-term bank loans which increased by $1.3 million, offset by the proceeds from short-term bank loans which increased by $2.0 million.

Capital Expenditures

We had capital expenditures of $4,843,418 and $364,383 for the years ended December 31, 2020 and 2019, respectively, which was primarily due to the purchase of the production equipment with our intention to increase our production capacity. We intend to fund our future capital expenditures with our existing cash balance, proceeds from this offering and other financing alternatives, if necessary. We will continue to make capital expenditures to support the growth of our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this registration statement, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, and revenue recognition. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from those estimates.

Accounts receivable, net

Accounts receivable are stated and carried at their original invoiced amount. Accounts are considered overdue after 180 days. In establishing the required allowance for doubtful accounts, management considers historical collection experience, age of the receivable, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after all means of collection have been exhausted and the likelihood of collection is not probable. As of December 31, 2020 and 2019, there was approximately $2,287,000 and nil allowance for doubtful accounts for accounts receivable, respectively.

Inventories

Inventories consist of raw material and finished goods which are stated at the lower of cost or net realizable value, as determined using the weighted average cost method. Management periodically compares the cost of inventories with its net realizable value, and will establish an allowance to adjust its inventories to their respective net realizable value (“NRV”) if NRV is lower than cost. As of December 31, 2020 and 2019, there was no allowance.

Prepayments

Prepayments are mainly payments made to vendors or service providers for purchasing goods or services that have not been received or provided, including rent and utilities. These amounts are refundable and bear no interest. Prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2020 and 2019, the Company made no allowance for impairment.

Revenue recognition

On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (ASC 606) using the modified retrospective method for contracts that were not completed as of January 1, 2018. The core principle underlying revenue recognition is that the Company recognizes its revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no material differences in the pattern of revenue recognition.

The Company derives its revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement is demonstrated via sales contracts and invoices; and the sales price to the customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. Such revenues are recognized at a point in time after all performance obligations are satisfied and based on when control of goods transfer to a customer. Revenue is recognized net of returns.

Recent Accounting Pronouncements

See note 2 of our notes to the consolidated financial statements for a discussion of recently issued accounting standards.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act and will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Quantitative and Qualitative Disclosures about Market Risk and Credit Risk

Credit Risk

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

Liquidity Risk

We are also exposed to liquidity risk which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.

Inflation risk

Inflationary factors, such as increases in the cost of raw materials, personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues from our products do not increase with such increased costs.

Interest rate risk

Our exposure to interest rate risk primarily relates to the interest rate that our deposited cash can earn, on the other hand, interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase, however, may raise the cost of any debt we incur in the future.

Foreign Exchange Risk

While our reporting currency is the U.S. dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in RMB. Most of our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollar and RMB. If the RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

INDUSTRY OVERVIEW

We have engaged CEVSN Information Consulting Co., Ltd. (“CEVSN”) to prepare a commissioned industry report that analyzes the nonwoven fabric and face mask products industries. All information and data presented in this section have been derived from CEVSN’s industry report, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Nonwoven Fabric Industry

Nonwoven fabric, also known as nonwovens, is a sub-sector of industrial textiles. Nonwoven fabric refers to the fabric formed without spinning and weaving. It is formed by orienting or randomly arranging short fibers or filaments to form a web structure, then reinforcing it by needling, spunlacing, hot bonding or chemical methods, and finally finishing and forming.

The product is a new type of fiber product with soft, breathable and planar structure, which is directly formed by using polymer chips, short fibers or filaments through various web forming methods and consolidation techniques.

According to the way of use, non-woven fabrics can be divided into two categories: disposable and durable. Disposable nonwovens are usually used for relatively short time or single use, and are mainly used for consumer products, such as diapers, face masks, feminine hygiene products, adult incontinence products and wipes. Durable nonwovens usually have a long service life, or can be used many times, such as filter materials, automobile mats, mattress materials, geotextiles in roads and weed control materials, etc. With Covid-19 pandemic outbreak in 2020, the non-woven fabric industry entered into the high speed growth stage and many products that use non-woven fabric as raw materials including masks, protective clothing and wipes are considered as essential business which drive the growth of the industry and production capacity. In 2020, there were 40 new non-woven fabric production line in North America and it is estimated the new production lines reached 100 during 2020.

The recent strong demand for non-woven fabric products in the global market has promoted the rapid growth of new non-woven fabric lines and production capacity. According to a report from Smithers Pira, a market research company, in 2017, the global non-woven fabric market totaled 10.1 million tons or 269.8 billion square meters and US$42.3 billion, and it is expected to reach 13.6 million tons or 382 billion square meters and US$57.4 billion by 2022. The annual growth rate during 2017-2022 is expected to be 6.2% (tons), 7.2% (square meters) and 6.3% (US dollars).

Although the global growth rate of nonwovens remains at a healthy level of 6-7%, it is expected to decline slightly by 2022. The overall sustained growth from 2017 to 2022 but slight slowdown reflects that the growth in Asia (China), South America (Brazil) and parts of Europe is expected to be lower than the historical data.

In recent years, the growth rate of world demand for nonwoven fabrics has always been higher than that of global economy. The global demand of nonwovens is mainly concentrated in the United States, accounting for 41% of the world total, 30% in Western Europe and 8% in Japan. Among the end applications of non-woven fabrics, sanitary absorbent products (especially diapers) have the fastest growth, and the markets of medical use textiles, automotive textiles, footwear and artificial leather are also showing a new atmosphere of rapid development.

Market Size and Growth Rate of China's Non-Woven Fabrics Industry from 2016 to 2020

In 2016, the market size of China’s non-woven fabric industry was RMB 97.79 billion; In 2017, the market size of China’s non-woven fabric industry was RMB 99.51 billion, a year-on-year increase of 1.8%; In 2018, the market size of China’s non-woven fabric industry was RMB 106.96 billion, a year-on-year increase of 7.5%; In 2019, the market size of China’s non-woven fabric industry was RMB 115.50 billion, a year-on-year increase of 8.0%; In 2020, the market size of China’s non-woven fabric industry will be RMB 139.76 billion, with a year-on-year increase of 21.0%.

Chart 1 Scale and Growth Rate of China’s Non-Woven Fabric Market from 2016 to 2020

	Market Size in RMB 100 million
	Year over Year Growth

Source: Analyzed and sorted by China Nonwovens & Industrial Textiles Association and China Economic Vision

Supply and Demand of Non-woven Fabric in China

At present, with the transformation and upgrade of society and consumption level in China, the market size of non-woven fabric products is increasing as well. The non-woven fabric products are directly related to the downstream application demands, and the products are less affected cyclically. There are many enterprises in China's non-woven fabric industry, so the production and supply capacity of non-woven fabric products is relatively stable.

Although the application scope and demand of products are gradually expanding, the demand of products has shown a steady and rising development trend in recent years. Therefore, the supply and demand situation of China’s non-woven fabric industry is overall balanced. As far as the subdivided products are concerned, in the domestic nonwovens industry, the processing capacity of low value-added products is surplus, and the production capacity of high value-added products is insufficient, which leads to the excessive competition of middle and low-grade products, the dependence of high-end products on foreign imports and insufficient of supply in the nonwovens industry.

According to the production and sales numbers of China’s non-woven fabric industry from 2016 to 2020, the production and sales ratio has remained at around 85%-86%.

Chart 2 Production and sales of China’s non-woven fabric industry from 2016 to 2020

Year	Output (10,000 tons)	Sales volume (10,000 tons)	Ratio
2016	535.4	465.4	86.9%
2017	561.1	486.4	86.7%
2018	593.2	510.8	86.1%
2019	621.3	528.9	85.1%
2020	661.0	564.5	85.4%

Source: Analyzed and sorted by China Nonwovens & Industrial Textiles Association and China Economic Vision

Face Masks Industry

Masks generally refer to sanitary products made of gauze or paper, which are worn on the nose and mouth to filter the air entering the nose and mouth, so as to block harmful gases, smells, droplets, viruses and other substances.

In 2024, the sales volume of masks in the Asia-Pacific region is expected to reach the highest level, with nearly 71% of the global sales volume of masks coming from the Asia-Pacific region. Recognizing the importance of this region, especially in India and Southeast Asia, suppliers are making efforts to enter this market by strengthening their sales and distribution networks.

Overview of Mask Market Demand

The COVID-19 outbreak in 2020 increased the output of masks by more than 20 times. In 2020, the market size of the mask industry in mainland China exceeded RMB 700 billion, of which a large number of masks were sold overseas, which is an opportunity for the development and growth of masks and related industries in China. It is expected that the demand for masks will decrease in 2021. Therefore, Chinese mask enterprises should absorb the rapidly increasing mask production capacity in 2020 by going out to sea on the basis of adhering to quality control, so as to avoid falling into the crisis of "mask surplus".

According to the data of the General Administration of Customs of China, from March to December, 2020, China exported about 224.2 billion pieces of masks, including 65 billion pieces of surgical masks to the international market.

China’s mask industry has developed into a mature industry with an annual output value exceeding RMB 10 billion, (approximately USD 1.5 billion) and the fitting degree, filtration efficiency, comfort and convenience of masks have also been greatly improved. In addition to medical surgical masks, there are many sub-categories such as dust prevention, pollen prevention and PM2.5 filtering, which can be seen in hospitals, food processing factories, mines, urban smog and other scenes.

China is the world’s largest producer and exporter of masks, and the annual output of masks accounts for about 50% of the world’s total. According to the statistics of the Ministry of Industry and Information Technology, the maximum production capacity of masks in China is more than 20 million pieces per day.

At present, the market competition in China's mask industry is fierce, and there are a large number of products and enterprises that rely on low prices, copying and imitation of other product or with poor quality. China's mask industry lacks innovation ability, including product production technology innovation, application innovation and management innovation.

The value of mask enterprises and brands is low. With the support of capital and technology, it is expected that a number of mask enterprises similar to 3M will appear in China in the next few years, and the mask industry in China will take these enterprises as the leading factor to further expand the export scale of masks.

Market Size and Growth Rate of China’s Masks Industry from 2016 to 2020

In 2016, the market size of China’s mask industry was RMB19.26 billion; In 2017, the market size of China’s mask industry was RMB 21.94 billion, a year-on-year increase of 13.91%; In 2018, the market size of China’s mask industry was RMB 24.49 billion, a year-on-year increase of 11.62%; In 2019, the market size of China’s mask industry was RMB 27.07 billion, a year-on-year increase of 10.53%; In 2020, the market size of China’s mask industry will be RMB 707.25 billion, with a year-on-year increase of 2512.67%.

Chart 3 The Size and Growth Rate of China’s Mask Market from 2016 to 2020

	Market Size RMB 100 million
	Year over Year Growth

Source: Analyzed and sorted by China Economic Vision

Non-Surgical Mask Market in China

Non-surgical masks include gauze masks, daily protective masks and industrial dust masks. In 2016, the market size of China's non-surgical mask industry was RMB8.69 billion; In 2017, the market size of China's non-surgical mask industry was RMB 10.27 billion, a year-on-year increase of 18.22%; In 2018, the market size of China's non-surgical mask industry was RMB 11.05 billion, a year-on-year increase of 7.56%; In 2019, the market size of China's non-surgical mask industry was RMB 12.25 billion, a year-on-year increase of 10.88%; In 2020, the market size of China's non-surgical mask industry was RMB 318.97 billion, with a year-on-year increase of 2504.47%.

Chart 4 The Size and Growth Rate of China's Non-Surgical Mask Market from 2016 to 2020

Market Size RMB 100 million

Year over Year Growth

Source: Analyzed and sorted by China Economic Vision

Based upon the current development trends, the market size of non-surgical masks will reach RMB269.47 billion in 2025.

Business

Overview

We are a holding company incorporated under the laws of the Cayman Islands. We, through Shanghai Earntz, manufacture and sell nonwoven fabrics and related healthcare products, including disposable non-surgical face masks, eye masks, gloves, diapers, and feminine hygiene pads. Nonwoven fabrics provide specific functions such as absorbency, liquid repellence, resilience, stretch, softness, strength, flame retardancy, washability, cushioning, thermal insulation, acoustic insulation, filtration, use as a bacterial barrier and sterility. In combination with other materials, nonwoven fabrics are widely adopted in healthcare and consumer products industry.

Shanghai Earntz has two high quality Kasen melt-blown production lines imported from Japan. These production lines can produce melt-blown nonwoven fabrics with a filtration efficiency of 99.99%, which can be used to manufacture European FFP3 masks that have the highest protection level. Our mask products obtained many qualifications and test certifications, such as: 1) CE certification, FFP2, FFP3 level; 2) China KN95 level certification; and 3) EUA certification of US FDA. Shanghai Earntz also has obtained production permits for its mask products issued by Shanghai Administration of Market Regulation.

Our principal office and manufacturing facility is located in Shanghai, one of the largest business and logistics hubs in China. Our primary raw materials are fibers and fabrics. We source raw materials from recognized international brands such as Toray Chemical. In 2020, about one third of our products sold in the international market to countries such as the United States, Japan, Australia, Russia, European Union, the United Kingdom, Brazil, Chile, Peru, and Columbia.

Our Products

Our products mainly are nonwoven products and masks. Our nonwoven products include air-through nonwoven and melt-brown nonwoven.

Air-through nonwoven is one soft and fluffy nonwoven made with Polyethylene (PE)/Polypropylene (PP) bi-compound fiber after carding and hot-air through bonding.

Melt-blown nonwoven is mainly made of polypropylene as the main raw material. The fiber of melt-blown nonwoven has a diameter that can reach 1 to 5 microns. Melt-blown nonwoven has many voids, a fluffy structure, and a very good ability to resist wrinkles. With unique capillary structure, melt-blown nonwoven’s ultrafine fibers increase the number and surface area of fibers per unit area. Because of these, melt-blown nonwoven has good filterability and is very good at shielding, heat insulation and oil absorption. It can be used in air, liquid filter materials, isolation materials, absorbing materials, mask materials, thermal insulation materials, oil absorbing materials and wiping cloths, etc.

Besides nonwoven products, Shanghai Earntz also produces filtering masks: masks generally refer to sanitary products made of gauze or paper, which can be worn on the nose and mouth of a person to filter the air entering the nose and mouth and block harmful gases, smells, droplets, viruses and other substances.

Shanghai Earntz is also in the process of testing and developing new products, such as steam eye mask, which uses advanced self-heating temperature control technology to allow the moisture in the air and iron powder to chemically react inside the eye mask to generate heat and steam that is almost invisible to the eye but let people’s eye feel very comfortable when wearing it. We finished the R&D and testing production stage later last year and early this year, and just began to sell the steam eye mask to the market this year. So far we have received great response from the eye care market.

Other products we are planning to get into including such as adult diaper and women’s menstrual pants. We believe our new nonwoven materials will help us produce better diaper and menstrual pants than most similar products in the market.

Our Customers

Our products are mainly used in healthcare and related industries both in China and in the international market. Our customers are either from these industries or the wholesalers that sell our products in such industries. For the year ended on December 31, 2019, our top three customers accounted for approximately 61.6%, 16.6%, 4.6% of the Company’s total sales respectively. In 2020, we tried to diversify our customers to reduce business risk, and the strategy worked very well. For the year ended on December 31, 2020, our top three customers accounted for approximately 17.2%, 17.0% and 10.2% of the Company’s total sales, respectively.

As of December 31, 2019, top three customers’ accounts receivable accounted for 28.0%, 19.3% and 11.0% of the total outstanding accounts receivable balance, respectively. As of December 31, 2020, top three customers’ accounts receivable accounted for 27.3%, 21.8% and 8.5% of the total outstanding accounts receivable balance, respectively. Should we lose any large-scale customers in the future and be unable to offset any such loss with increased sales to existing customers or sales to new customers, our revenues will suffer.

As our business grows, one of our strategies is to increase sales from international markets, as international markets present more opportunities for high-margin customers and sometimes less competition than the domestic market in China. Fiscal year 2020 was a year that gave us a good opportunity to get into the international market because of the high demand for nonwoven and mask products caused by the Covid 19 pandemic. For the year ended December 31, 2019, all of our top ten customers were domestic customers. For the year ended December 31, 2020, three of our top 10 customers are international customers, and the rest are domestic customers.

Our Suppliers

We use ES fiber (polyethylene/ polyethylene terephthalate bico fiber) to produce air-through nonwoven, and polypropylene particle for melt-brown nonwoven. We use spun-bonded nonwoven, air-through nonwoven, melt-brown nonwoven to produce mask products. For the year ended December 31, 2019, four major suppliers accounted for approximately 30.8%, 27.2%, 21.5%, and 8.2% of our total purchases. For the year ended December 31, 2020, top 4 suppliers accounted for approximately 21.9%, 20.0%, 7.6%, and 6.5% of our total purchases. Advance payments to four major vendors accounted for 25.4%,18.4 %, 14.0% and 11.9% of the total advance payments outstanding as of December 31, 2019, and advance payments to four major vendors accounted for 30.4%, 27.7%, 9.7% and 7.0% of the total advance payments outstanding as of December 31, 2020. Accounts payable to top two vendors accounted for 59.8% and 39.5% of the total accounts payable outstanding as of December 31, 2019, and accounts payable to top two vendors accounted for 51.8% and 45.4% of total accounts payable outstanding as of December 31, 2020.

Sales and Marketing

Most of our sales during the past two years came from large corporate customers in healthcare and related industries. In the future, our sales efforts will still largely focus on large corporate customers, as corporate customers have the ability to bring us stable revenues and relatively stable profit margins. Our sales to international markets drastically increased in 2020 due to the outbreak of Covid-19 pandemic and our marketing efforts to do more international sales. We will continue our efforts in the coming years to get more international corporate customers and grow into a truly global company.

We believe marketing is one of our basic functions and essential to our business success both within China and in global markets. When we enter into a new market, we often face issues that raise questions about who we are and how we present ourselves. Those issues come down to our brand and to the question of how we create a global brand image that transcends local expectations and preferences.

We have been in the process of setting up a long-term sales and marketing strategy with clearly defined goals and a strategy to meet those goals. The strategy includes the steps to position our Company for growth and increasing customer retention rates among existing customers. Our tactics to achieve such strategy includes leveraging new technologies such as social media, engaging in online communities, using video content, attending trade shows, advertising placement and public relations initiatives.

Although the Covid-19 pandemic prevented us from attending international trade shows outside China at this point, we have been actively attending trade shows within China whenever there is a chance. Trade shows provide a great opportunity to meet new prospects, move leads through the pipeline and keep our services top of mind. After the Covid-19 pandemic, we will also attend more international trade shows to increase our brand awareness outside China.

Technologies and Intellectual Property

Technology is key to our business operations and success, enabling us to operate our business with higher efficiency and produce new products that are user friendly and more acceptable to the market. We are in the process of developing new degradable nonwoven and mask products that are environmentally friendly, non-polluting, soft and skin-friendly with good air permeability and good water absorption. As of December 31, 2020, Shanghai Earntz has a research and development team of 20 people engaging in development of new degradable and environmentally friendly nonwoven and mask products. We plan to continue to invest in technologies to refine our capabilities of nonwoven and mask production and improve our operation efficiency.

We develop and protect our intellectual property portfolio by registering our patents, trademarks, copyrights and domain name. We have also adopted a set of internal polies for intellectual property management.

We have entered into standard employee agreements with our employees, including research and development employees, which clearly state that the intellectual properties created by them in connection with their employment with us belong to the Company.

Our intellectual properties include our domain names, trademarks, and patents as critical parts to our operations. As of December 31, 2020, Shanghai Earntz has registered a total of 60 intellectual property rights, including 34 patents, 2 domain names, 14 trademarks in the Greater China region (including Hongkong, Macao, and Taiwan), and 10 trademarks overseas in the United States, Japan, Australia, Russia, European Union, the United Kingdom, Brazil, Chile, Peru, and Columbia.

Despite our efforts to protect our intellectual proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. In addition, third parties may initiate litigation against us alleging infringement of their proprietary rights or challenging our property rights. See “Risk Factors — Risks Related to Our Business — We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.”

As of the date of this prospectus, we have not been subject to any material dispute or claims for infringement upon third party trademarks, licenses and other intellectual property rights both in or outside China.

Competition

The nonwoven fabrics market has gain significant growth in 2020 due to COVID-19 pandemic. The nonwoven manufacturers around the globe are expanding their production capacity and investing in machinery to manufacture healthcare essentials in response to the COVID-19 pandemic. The increase in the number of COVID-19 cases worldwide boosted the demand for disposable hospital supplies and nonwoven materials. Many companies invested in new production lines to produce high-quality fine fiber melt blown filtration material for N95, personal protective face masks, surgical and medical face masks. For instance, Lydall Inc. invested in a new fine fiber melt-blown production line to meet rising global demand for face masks in June 2020. Berry Global Inc. has announced an expansion of its Meltex melt-blown capacity, to support the growing demand for face masks in May 2020. Ahlstrom-Munksjo has increased its nonwoven production across its entire protective materials portfolio in April 2020. Similar expansions have happened to Chinese nonwoven producers, who have added production lines during the past 18 months.

The barriers for entry to the nonwoven industry is relatively high, as it usually needs significant capital and good technology. The barriers for entry to the mask industry is relatively low. Since the outbreak of Covid-19 pandemic, there are many new manufacturers getting into the mask industry. We compete with these players both in China and globally for raw materials, customers, price, technology and experienced personnel.

Raw materials: The availability of raw materials is one of the most important factors that has a direct impact on the end-product market. In nonwoven fabrics, more than 80% of the raw material fibers are synthetic. Some of these raw material fibers, such as polyester and cotton, are available in large quantities and at affordable prices; others, such as carbon fibers, glass fibers or high tenacity yarns, and aramids, are more costly and not easily available.

Customers: Even though the global demand for nonwoven and mask products has increased dramatically during the past one and half years, we compete with other industry participants with new customers and existing customers both within China and globally. Customer loyalty has always been one of major focuses of our sales and marketing efforts.

Price: One of the key factors that attracts and retains quality customers is that we are capable of offering favorable prices to our customers. We do not initiate price competition with other players in the industry, however, because we have relatively stable suppliers, cutting edge technology and production lines, as well as we can produce nonwoven ourselves which is the raw material needed to produce masks, the cost of production of our mask products is usually lower than most producers in the nonwoven and mask industries.

Technology: The development of technology has led the nonwoven industry to witness high growth during the past few years. New technologies are expected to bring down production costs, thereby rendering the manufacturing of new nonwoven products commercially feasible. Incorporation of high-performance material technologies are emerging as alternatives to traditional membranes, creating new opportunities for nonwoven manufacturers. We have been investing to develop new materials and products, and to optimize our production lines to increase production efficiency and reduce cost.

Personnel: Employees are the most valuable asset of our business. We compete to recruit and retain talented employees by providing competitive compensation and promising growth opportunities to them. Although we are a Company with only a five-year operating history, many of our employees have been with us four to five years.

We believe that we are well-positioned to effectively compete in the nonwoven and mask industries based on factors discussed above. However, some of our competitors may have more resources than we do, and may be able to devote greater resources than we can to expand their business and market share. For a discussion of risks relating to competition, see “Risk Factors — Risks Related to Our Business — We face fierce competition in the nonwoven fabrics and related healthcare products market in China. We may not be able to keep pace with competition in our industry, which could adversely affect our market share and result in a decrease in our future sales and earnings.”

Our Competitive Strengths

We believe the following strengths differentiate us from our competitors and are key drivers of our success:

Strong Research and Development Capability

We believe that the research and development (“R&D”) capabilities of Shanghai Earntz allow us to quickly respond to our customers’ evolving needs. Our R&D team at Shanghai Earntz has demonstrated its success in using sophisticated methods and technologies to develop innovative nonwoven and mask products that we believe give us an edge over our major competitors in China. During the last four years, our highly qualified research and development team of Shanghai Earntz has obtained 31 patents regarding nonwoven fabric, its production process and methods, mask design, mask production process and methods in China. Our technical team of 20 people includes the technology personnel with many years of industry experience and some of them hold PhD or master degrees.

Cutting Edge Production Line and High Production Capacity

Shanghai Earntz has two high quality Kasen melt-blown production lines that are made in Japan. These production lines can produce melt-blown nonwoven fabrics with a filtration efficiency of 99.99%, which can be used to manufacture European FFP3 masks that have the highest protection level. Currently Shanghai Earntz has a maximum annual production capacity of 7,500 tons of nonwoven fabrics and over 1 billion masks. By the end of 2022, we expect Shanghai Earntz will reach a maximum annual production capacity of 15,000 tons of nonwoven fabrics with two additional production lines which we have ordered with a total purchase price of RMB17 million (approximately $2.6 million) and we have paid RMB 14.27 million (approximately $2.2 million). We will pay for the production lines with our own working capital and they are expected to be delivered and set up for production in 2022. We believe that such production capacity of nonwoven fabrics and masks gives us an advantage over many of our small competitors in China.

Experienced And Accomplished Leadership Team with a Proven Track Record

We have an experienced management team, and most have many years of R&D, manufacturing, sales and marketing and product commercialization experience in the nonwoven or related industry. We believe that our management team is well-positioned to lead us through development, regulatory approval and commercialization of our new development for future products. Some of our management team members also have many years of studying and working overseas, which will help us to expand our international market to become a global company in the years to come.

Our Challenges

Since our establishment in 2016, we have maintained a profitable business with fast growth in our revenues and earnings. In 2020, we experienced very fast growth because the COVID-19 pandemic has increased worldwide demand for nonwoven and mask products. Such demand provided us with great opportunities to increase our sales, but at the same time, it also attracted more capital and companies into the nonwoven and mask industries. The sudden increasing of players certainly increased competition, especially price competition within the industry.

In 2020, the profit margin for most companies in the nonwoven and mask industries was relatively high, but this has dramatically changed in 2021 because many new players have entered into the industry and the production capacity for the whole industry increased significantly since 2020. New players compete with us on price, quality, and services not only in the Chinese market but also in the international market.

Besides increased competition, we also face potential impact of an economic downturn in China. After many years of fast economic development, the Chinese economy has been slowing down for some years. It could get slower in the coming years. A potential economic downturn in China certainly will negatively impact our business and growth.

We are also facing tariff disputes between China and the US. High tariffs decrease profit margins of the products we sell to the US market. It also negatively impacted our expansion and development of new customers in the US.

To cope with the impact of an economic downturn in China and tariff disputes between China and US, we plan to further expand our market in South-East Asia, Europe, South America and Africa. In doing so, we may face intense competition in pricing. We will leverage our product quality, professional services and mainly focus on mass scale customers such as wholesalers, retail chain stores, or major healthcare organizations. We believe marketing and selling to wholesale customers is easier and more cost efficient than to small but large amount of end users.

Our profit margin may also be greatly influenced by exchange rates. In the long term, we expect Chinese RMB is going to appreciate. Chinese currency appreciation will negatively impact the price of our products and our ability to sell nonwoven and mask products to the international markets, which will in turn negatively impact our profit margin and expansion of international market.

As a large portion of our products are sold to international customers, our net profit margin and our product price are also closely related to freight and logistic costs. For the year ended December 31, 2020, international sales represent 34% of our total sales. In 2021, ocean freight rates remain extremely high on surging demand and capacity and are further restrained by port congestion. During 2021, Asia to North Europe ocean freight rates have been 6 to 7 times higher compared to the prior year, Asia to US West Coast ocean freight rates have been about 5 times higher compared to the prior year, and Asia to US East Coast ocean freight rates have been 4 to 5 times higher compared to last year. The dramatic increase in global freight rates in 2021 significantly increased our cost and dragged down our profit. If international freight rates continue to increase, our earnings will be materially decreased or may even become negative.

Our Growth Strategy

In order to enhance our competitive position and expand our markets, we intend to pursue the following strategies and leverage our strengths to further grow our business:

Strengthen our Market Position by Putting More Sales and Marketing Efforts to Additional Regions and Additional Industries

With the development of Chinese economy and new technology in recent years, nonwoven fabrics have been widely used in many fields in China, such as medical and health care, clothing decoration, agriculture, automobile, civil engineering and other related fields. The global nonwoven fabrics market size is projected to grow from USD 40.5 billion in 2020 to USD 53.5 billion by 2025, at a CAGR of 5.7% from 2020 to 2025. The growth of the global nonwoven fabrics market is attributed to the increase in demand for nonwoven products and solutions for hygiene, medical, construction, and filtration applications. The key growth drivers of the nonwoven fabrics market and the mask market in the past two years are the growth of the modern healthcare sector in the emerging markets and the demand for masks and related products caused by Covid-19 pandemic.

In order to take advantage of the growth opportunities in the nonwoven and mask industries, we plan to strategically expand our sales and marketing efforts to additional regions in the PRC by focusing on the following approaches:

We plan to expand our sales efforts to the western and northern parts of China where our present sales volume is not high. Most of our sales within China are in the eastern part of China. We believe western and northern parts of China will provide us with huge growth potential.

We plan to expand our international sales efforts to regions such as Africa and South America. Currently Shanghai Earntz has some sales in Europe, North America, and South America, we believe we could have much more sales in these markets if we put more sales and marketing efforts in such markets.

We plan to put more sales focus on retail chains, large healthcare centers, large nursing and residential care facilities. We believe large corporate customers will help us grow faster.

Further Expand our Production Capacities by Adding Two more Nonwoven Production Lines

In recent years, the growth rate of world demand for nonwovens has always been higher than the growth rate of the global economy. The global production of nonwovens is mainly concentrated in the United States and Western Europe. The global market share of Chinese nonwoven fabrics is not high at this point.

The market demand of nonwoven fabrics is growing rapidly in China, especially in the field of health products in recent years, and it is expected to continue to grow. It is estimated that China’s nonwoven fabric market scale will reach over RMB 200 billion (approximately US$30.7 billion) in 2025.

Also, due to the outbreak of the Covid-19 pandemic, the demand for masks has dramatically increased in 2020 and a large amount of capital influx into the mask industry. It is estimated that the mask market scale in China will reach about RMB 597.5 billion (approximately US$92.3 billion) in 2025 according to Market research firm China Economic Vision.

As global demand for nonwoven and masks continue to increase, the percentage of China-produced nonwoven and mask products will continue to increase. In order to meet such growing trends, we have ordered two more nonwoven production lines to meet such demand in conjunction with our increased sales and marketing efforts. The two additional production line will arrive and set up for production in 2022.

Continue to Invest in Technology to Enhance our Operating Efficiency and Our Product Innovation

The innovation of the mainstream nonwoven technology lies in the continuous optimization of various equipment and production process. We plan to continue developing and enhancing our technology infrastructure to increase operating efficiencies and provide better products for our customers. We will continue to carry out in-depth innovation in green and non-pollution technology to improve our product quality and meet the consumers’ need for green products.

Continue Our Efforts to Develop New Degradable Nonwoven Products

Degradable nonwoven products are environmentally friendly, non-polluting, soft and usually skin-friendly with good air permeability and good water absorption. When such product is placed outdoor, it will naturally degraded in around 90 days, and it will degrade within 5 years when placed indoor. It is non-toxic, odorless, and has no leftover substances when burned, so it does not pollute the environment. We believe degradable nonwoven products will be the trend for the future. We have been putting lots of efforts to develop new nonwoven products and will continue to do so in the coming years.

Selectively Pursue Acquisition and Investment Opportunities

Currently there are many nonwoven producers and mask producers in China, but no dominant players both in the nonwoven industry and the mask industry. We believe acquisition is a good option for us to grow and take more market share quickly.

We plan to evaluate various investment and acquisition opportunities, including acquiring nonwoven and mask producers in Western and Northern China. We believe such acquisitions will not only increase our production capacities but also help us to expand our sales and marketing efforts into western and northern China.

Employees

As of August 31, 2021 and December 31, 2020, we had a total of 170 and 243 employees, of which 109 and 173 are temporary workers, respectively. With the increased demand for face masks due to COVID-19 pandemic, we have hired temporary packing workers for our face mask products. The following table sets forth the breakdown of our employees as of August 31, 2021 by function:

Category	Number of Employees	Percentage of workforce
Management	3		1.8	%
Operations and Development	128		75.3	%
Sales and Marketing	8		4.7	%
Finance and Accounting	2		1.2	%
Human Resources	2		1.2	%
General and Administration	4		2.4	%
Research and Development	20		11.8	%
Others	3		1.6	%
Total	170		100.0	%

As of August 31, 2021, all of our employees were based in Shanghai, where our principal executive offices are located.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances for our employees, up to a maximum amount specified by the local government from time to time. As of the date of this prospectus, we have made adequate employee benefit payments. However, if we were found by the relevant authorities that we failed to make adequate payments, we may be required to make up the contributions for these plans as well as to pay late fees and fines. See “Risk Factors—Risks Related to Doing Business in China—Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.”

We enter into standard labor and confidentiality agreements with our employees. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

Facilities

Our principal executive office is located in Shanghai, China, where Shanghai Earntz leases approximately 11,200 square meters for office space and our manufacturing facility. The leases will expire in December 31, 2026, which can be renewed upon mutual agreement with our landlord. Our leased premises are leased from a related party who either has valid title to the relevant properties or proper authorization from the title holder to sublease the property, as disclosed in the following table.

Currently, Shanghai Earntz leases the following properties to conduct our business:

Property Address		Lessor		Annual Rent				Lease Expiration Date		Purposes/Use
No. 88 Jiangong Road, FengjiTown, Jinshan District, Shanghai, PRC		Shanghai Lishi Industry Co. Ltd.		$	448,318.31			12/31/2026		Manufacturing Facility and Office

We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.

Insurance

The Company does not carry any business interruption insurance, product liability insurance or any other insurance policy. Shanghai Earntz offer employees social security insurance including endowment insurance, medical insurance, unemployment insurance, maternity insurance, employment injury insurance and housing provident fund as required by China government regulations.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.

The relevant regulations promulgated by such government authorities are described below.

Regulations of Medical Device and Personal Protection Equipment

China has formulated and issued the following standards for medical protective clothing and medical face masks: GB19082-2009 Technical Requirements of Single-Use Protective Clothing for Medical Use, GB19083-2010 Technical Requirements of Protective Face Masks for Medical Use, YY/T0969-2013 Single-Use Medical Face Mask and YY0469-2011 Surgical Masks. For non-surgical personal protective masks, the standards include GB/T 32610-2016 Technical Specifications for Daily Protective Masks, GB 2626-2006 Respiratory Protective Equipment Self-Absorbing Filtering Anti-Particle Respirator. On March 11, 2020, the China Industrial Textile Industry Association also released standards of T/CNTAC 55-2020 and T/CNITA 09104-2020 for Personal Sanitary Masks.

Medical masks and protective clothing are regulated according to the Standards for Class II Medical Devices in China. According to relevant sections of China’s Regulations for the Supervision and Administration of Medical Devices and the Provisions for the Supervision and Administration of Medical Device Manufacturing, a manufacturing enterprise must obtain production permit issued by a provincial level medical product regulatory department before production.

Manufacturing enterprises must establish a quality management system for medical products and ensure its effective operation in accordance with the requirements of regulations on medical device manufacturing regulations in China. Such enterprises must operate in strict accordance with the product technical requirements for products registered or filed for record with the regulatory agency and ensure that the medical devices manufactured meet the mandatory standards and product technical requirements for products registered or filed for record.

The quality system of aseptic medical device products shall not only meet the requirements of the Good Manufacturing Practice (GMP) for Medical Devices, but also the relevant requirements of China’s Appendix for Aseptic Medical Device of Good Manufacturing Practice (GMP). Manufacturing enterprises shall regularly carry out self-inspection of the operation of their quality management systems, and submit self-inspection reports to the local medical product regulatory departments.

On March 31, 2020 National Medial Product Administration or the NMPA issued Announcement No. 5 of 2020, Export of Medical Devices for COVID-19 ("Announcement No. 5"), which requires Chinese companies to ensure that their new coronavirus detection reagents, medical masks, medical protective clothing, ventilators, and infrared thermometers have been registered with the provincial level MPA in order to export to other markets. A subsequent announcement on April 25, 2020 from China's Ministry of Commerce supplemented this requirement that manufacturers of the products covered in Announcement No. 5 must ensure that each product has been certified or registered by the country or region of importers and is compliant with the relevant quality standards and safety requirements. Domestic regulatory approval is no longer required, although NMPA registration will still apply to show that a device is exported in accordance with Chinese quality standards.

Regulations Relating to Foreign Investment

The PRC Foreign Investment Law

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which has taken effect on January 1, 2020 and replaced three existing laws on foreign investments in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies a regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.

According to the Foreign Investment Law, the State Council will publish or approve to publish a catalogue for special administrative measures, or the “negative list.” The Foreign Investment Law grants national treatment to foreign invested entities, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list”. Because the “negative list” has yet to be published by the State Council, it is unclear whether it will differ from the current Special Administrative Measures for Market Access of Foreign Investment (Negative List) promulgated by the NDRC and the MOFCOM in June 2020. The Foreign Investment Law provides that foreign invested entities operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental authorities.

Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer is prohibited; and the capital contributions, profits, capital gains, proceeds out of asset disposal, licensing fees of intellectual property rights, indemnity or compensation legally obtained, or proceeds received upon settlement by foreign investors within China, may be freely remitted inward and outward in RMB or a foreign currency. Also, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements.

This new Foreign Investment Law has provided a more transparent foreign investment environment in China. Particularly, this new law has changed the regulatory procedure from a pre-approval requirement to the negative list system, which means the foreign invested company may engage in any business activities that are not in the negative list and pre-approval is not required anymore.

Negative List Relating to Foreign Investment

Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment promulgated and as amended from time to time by MOFCOM and National Development and Reform Commission (the “NDRC”) and MOFCOM. In June 2017, MOFCOM and the NDRC promulgated the Catalog (2017 Revision), which became effective in July 2017 and was amended in June 2018. In June 2018, the Guidance Catalog of Industries for Foreign Investment (2017 Revision) was replaced by the Special Administrative Measures (Negative List) for Foreign Investment Access (2018 Version). In June 2019, Special Administrative Measures (Negative List) for Admission of Foreign Investment (2019 Version) or the Negative List, replaced 2018 Version of the Negative List. In June 2020, the MOFCOM and the NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (2020 Version), or the Negative List, which became effective on July 23, 2020. Industries listed in the Negative List are divided into two categories: restricted and prohibited. Industries not listed in the Negative List are generally deemed as constituting a third “permitted” category. Establishment of wholly foreign-owned enterprises is generally allowed in permitted industries. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition, restricted category projects are subject to higher-level government approvals. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations.

To comply with PRC laws and regulations, we rely on contractual arrangements with our VIE to operate our business in China. See “Risk Factors—Risks Related to Our Corporate Structure— We rely on contractual arrangements with our VIE and the shareholders of our VIE for our business operations, which may not be as effective as direct ownership in providing operational control.”

Shanghai Earntz, our VIE, engages in nonwoven fabrics, and related healthcare products, which are not within the category for which foreign investment is restricted under the current Negative List or other PRC Laws. However, we intend to expand our business and operation in the PRC without being restricted to the business activities not subject to the Negative List, which are important for our future business development and growth. As such, we believe the contractual arrangements between the WFOE and our VIE are necessary and essential for our business operations. These contractual arrangements with our VIE and its shareholders enable us to exercise effective control over the variable interest entity and hence consolidate its financial results as well as provide us freedom to conduct and develop our business without the restriction of the Negative Lis.

Regulations Relating to Intellectual Property Rights

The PRC has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.

Copyright. Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC promulgated in February 2010 which took effect in April 2010 (the “Copyright Law”), and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years.

Patent. The Patent Law of the PRC promulgated in December 2008, which became effective in October 2009 and was recently revised by the SCNPC on October 17, 2020 (which revision became effective on June 1, 2021), provides for patentable inventions, utility models and designs. An invention or utility model for which patents may be granted shall have novelty, creativity and practical applicability. The State Intellectual Property Office under the State Council is responsible for examining and approving patent applications. The protection period is 20 years for inventions and 10 years for utility models and designs, all of which commence from the date of application of patent rights under the current Patent Law of the PRC. The protection period has been slightly amended in recent amendment which will become effective on June 1, 2021. The terms of protection for invention and utility patents will still be 20 years and 10 years, respectively, in general. The term of protection for a design patent will be extended from 10 years to 15 years. In addition, for invention patents, in situations where a patent is only granted after 4 years or more from its filing date or 3 years or more after a request for substantive examination date, the applicant can request for an extension of protection term for any unreasonable delay.

Trademark. The Trademark Law of the PRC promulgated in August 2013 which took effect in May 2014 (the “Trademark Law”), and revised in 2019, and its implementation rules protect registered trademarks. The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark Office of the State Administration of Market Regulation is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

Domain Name. Domain names are protected under the Administrative Measures for the Internet Domain Names of the PRC promulgated by the Ministry of Information and Industry of the PRC effective on December 20, 2004 and the Administrative Measures for Internet Domain Names promulgated by MIIT, effective on November 1, 2017 (the “Domain Name Measures”). MIIT is the major regulatory body responsible for the administration of the PRC internet domain names. The Domain Names Measures has adopted a “first-to-file” principle with respect to the registration of domain names.

The Company has registered its trademarks, patents and domain names with competent regulatory agencies in China. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. See Risk Factors- Risks Related to Our Business: We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

Regulations Relating to Dividend Withholding Tax

Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. We believe our corporate structure has made us eligible for such reduced rate once we become a resident enterprise in Hong Kong. The qualification of HK resident enterprise focuses on de facto management. As of the date of this prospectus, we do not have a management team in Hong Kong and would most likely not be considered a HK resident enterprise and therefore would not be eligible for the reduced 5% withholding tax rate.

Regulations on Enterprise Income Tax

PRC enterprise income tax is calculated based on taxable income, which is determined under (i) the PRC Enterprise Income Tax Law, or the EIT Law, promulgated by the NPC and implemented in January 2008 and amended in March 2017 and December 2018, respectively, and (ii) the implementation rules to the EIT Law promulgated by the State Council and implemented in January 2008. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in the PRC, including foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions.

In addition, according to the EIT Law and its implementation rules, enterprises registered in countries or regions outside the PRC with “de facto management bodies” located within China may be considered to be PRC resident enterprises and will be subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The implementation rules of the EIT Law define “de facto management bodies” as establishments that exercise full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. The only detailed guidance currently available for the definition of “de facto management body” as well as the determination and administration of tax residency status of offshore-incorporated enterprises are set forth in the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies issued by the SAT in April 2009, or Circular 82, and the Administrative Measures for Enterprise Income Tax of Chinese-Controlled Overseas Incorporated Resident Enterprises (Trial Version) issued by the SAT in July 2011, or Bulletin No. 45, which provides guidance on the administration as well as the determination of the tax residency status of a Chinese-controlled offshore-incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder.

According to Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a PRC resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met:

●

the primary location of the day-to-day operational management and the places where they perform their duties are in the PRC;

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decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval of organizations or personnel in the PRC;

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the enterprise’s primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in the PRC; and

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50% or more of voting board members or senior executives habitually reside in the PRC.

Bulletin No. 45 further clarifies certain issues related to the determination of tax resident status and competent tax authorities. It also specifies that when provided with a copy of Recognition of Residential Status from a resident Chinese-controlled offshore-incorporated enterprise, a payer does not need to withhold income tax when paying certain PRC-sourced income such as dividends, interest and royalties to such Chinese-controlled offshore-incorporated enterprise.

We believe that we are not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our Ordinary Shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.

Regulations on Income Tax for Share Transfers

According to the Announcement of the SAT on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or Circular 7, promulgated by the SAT in February 2015, if a non-resident enterprise, such as the Company, transfers the equity interests of a PRC resident enterprise indirectly through transfer of the equity interests of an offshore holding company (other than a purchase and sale of shares issued by a PRC resident enterprise through or in a public securities market) without a reasonable commercial purpose, the PRC tax authorities have the power to reassess the nature of the transaction and treat the indirect equity transfer as a direct transfer. As a result, the gain derived from such transfer, which means the equity transfer price less the cost of equity, will be subject to PRC withholding tax at a rate of up to 10%. Under the terms of Circular 7, the transfer which meets all of the following circumstances shall be directly deemed as having no reasonable commercial purposes: (i) over 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company’s revenue is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; and (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties. In October, 2017, the SAT issued the Bulletin of SAT on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or Bulletin 37, which, among others, repeals certain rules stipulated in Circular 7. Bulletin 37 further details and clarifies the tax withholding methods in respect of income of non-resident enterprises.

Regulations on PRC Value-Added Tax and Business Tax

Pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related to technology development and transfer, such business tax may be exempted subject to approval by the relevant tax authorities. Pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise specified by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchase can be offset against such output VAT.

In November 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In March 2016, the Ministry of Finance and the State Administration of Taxation further promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which became effective on May 1, 2016. Pursuant to the pilot plan and relevant notices, VAT is generally imposed in lieu of business tax in the modern service industries, including the VATS, on a nationwide basis. VAT of a rate of 6% applies to revenue derived from the provision of some modern services. Certain small taxpayers under PRC law are subject to reduced value-added tax at a rate of 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.

On April 4, 2018, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the abovementioned notice, the taxable goods previously subject to VAT rates of 17% and 11% respectively become subject to lower VAT rates of 16% and 10% respectively starting from May 1, 2018. Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods previously subject to VAT rates of 16% and 10% respectively become subject to lower VAT rates of 13% and 9% respectively starting from April 1, 2019. Shanghai Earntz currently pays VAT at a rate of 13%.

Regulations on Foreign Currency Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, which were most recently amended in August 2008. Under the Foreign Exchange Administration Regulations, payments of current account items, such as profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital account items, such as direct investments, repayment of foreign currency-denominated loans, repatriation of investments and investments in securities outside of China.

In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises (“SAFE Circular 142”), regulating the conversion by a foreign-invested enterprise of foreign currency-registered capital into RMB by restricting how the converted RMB may be used. SAFE Circular 142, provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within the PRC.

In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such RMB capital may not be changed without SAFE’s approval, and such RMB capital may not, in any case, be used to repay RMB loans if the proceeds of such loans have not been used. Any violation of Circular 142 may result in severe penalties, including substantial fines.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expense accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders, no longer require approval or verification from SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously.

In addition, SAFE promulgated another circular in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration, and banks must process foreign exchange business relating to direct investment in the PRC based on the registration information provided by SAFE and its branches.

In July 2014, SAFE further reformed the foreign exchange administration system in order to satisfy and facilitate the business and capital operations of Foreign-Invested Enterprises and issued the Circular of the State Administration of Foreign Exchange on the Pilot Reform of the Administrative Approach Regarding the Settlement of the Foreign Exchange Capitals of Foreign-Invested Enterprises in Certain Areas (“Circular 36”), in July 2014. This circular suspends the application of Circular 142 in certain areas and allows a Foreign-Invested Enterprise registered in such areas to use the RMB capital converted from foreign currency registered capital for equity investments within the PRC.

On February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Pursuant to SAFE Notice 13, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, will directly examine applications and manage registrations.

In March 30, 2015, SAFE promulgated SAFE Circular 19, to expand the reform nationwide. SAFE Circular 19 came into force and replaced both Circular 142 and Circular 36 on June 1, 2015. SAFE Circular 19 allows foreign-invested enterprises to make equity investments by using RMB funds converted from foreign exchange capital. However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using RMB funds converted from foreign exchange capital for expenditure beyond the enterprise’s business scope, providing entrusted loans, or repaying loans between non-financial enterprises.

In June 9 2016, SAFE issued SAFE Circular 16, which took effect on the same day. Compared to SAFE Circular 19, SAFE Circular 16 provides that, in addition to foreign exchange capital, foreign debt funds and proceeds remitted from foreign listings should also be subject to the discretional foreign exchange settlement. In addition, it also lifted the restriction that foreign exchange capital under the capital accounts and the corresponding RMB capital obtained from foreign exchange settlement should not be used for repaying the inter-enterprise borrowings (including advances by a third party) or repaying bank loans in RMB that had been sub-lent to the third party.

In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting profits. Moreover, pursuant to Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

Based on the forgoing, if we intend to provide funding to our wholly foreign owned subsidiaries through capital injection at or after their establishment, we should file with the State Administration for Market Regulation or its local counterparts, via the foreign investment comprehensive administrative system and register such funding with local banks for foreign exchange related matters.

In October 2019, SAFE promulgated the Circular 28 to further promote facilitation of cross-border trade and investment and relaxed certain restriction on foreign exchange settlement.

Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents

SAFE issued SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, that became effective in July 2014, replacing the previous SAFE Circular 75. SAFE Circular 37 regulates foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investments, using legitimate onshore or offshore assets or interests, while “round trip investment” refers to direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to hold the ownership, control rights and management rights. SAFE Circular 37 provides that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not obtained registration as required before the implementation of SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks. An amendment to the registration is required if there is a material change with respect to the SPV registered, such as any change of basic information (including change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and mergers or divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentations about or failure to disclose controllers of the foreign-invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.

All our current shareholders have completed the initial registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. Failure to comply with the registration procedures set forth in the Circular 37 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, the capital inflow from the offshore entities and settlement of foreign exchange capital, and may also subject relevant onshore company or PRC residents to penalties under PRC foreign exchange administration regulations.

Regulations on Stock Incentive Plans

SAFE promulgated the Stock Option Rules in February 2012, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of the participants. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or other material changes. The PRC agent must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened by the PRC agents before distribution to such PRC residents.

We have not adopted any stock incentive plans as of the date of this prospectus.

Regulations on Dividend Distribution

Under our current corporate structure, we may rely on dividend payments from WFOE, which is a wholly foreign-owned enterprise incorporated in China, to fund any cash and financing requirements we may have. The principal regulations governing distribution of dividends of foreign-invested enterprises include the newly enacted Foreign-Investment Law, which came into effect on January 1^st2020, and its implementation rules. Under these laws and regulations, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Wholly foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.

Regulations on M&A and Overseas Listings

Six PRC regulatory agencies, including MOFCOM, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective in September 2006 and was amended in June 2009. The M&A Rules, among other things, require offshore SPVs formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of MOFCOM prior to publicly listing their securities on an overseas stock exchange.

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. The M&A Rules requires a foreign investor to obtain the approval from MOFCOM or its local counterpart only upon (i) its acquisition of a domestic enterprise’s equity interest; (ii) its subscription of the increased capital of a domestic enterprise; or (iii) establishes and operates a foreign-invested enterprise with assets acquired from a domestic enterprise and such transactions raise “national defense and security” concerns or through such transactions foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in China, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited.

In addition, Domestic Investment by Foreign-Invested Enterprises issued by MOFCOM in September 2000 is also currently in force governing M&A.

See “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission may be required in connection with this offering under a regulation adopted in August 2006, as amended, and, if required, we cannot predict whether we will be able to obtain such approval.”

Regulations Relating to Employment

Pursuant to the Labor Law of PRC, promulgated by the NPC in July 1994 and revised in August 2009 and December 2018 (the “Labor Law”), and the Labor Contract Law of PRC, promulgated by the Standing Committee of the NPC in June 2007 and amended in December 2012 (the “Labor Contract Law”), employers must execute written employment contracts with full-time employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. All employers must compensate their employees with wages equal to at least the local minimum wage standards. Violations of the PRC Labor Law and the Labor Contract Law may result in the imposition of fines and other administrative sanctions, and serious violations may result in criminal liabilities.

Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds based on local annual minimum salary standard or certain percentage of the local annual average compensations to works (“Social Insurance Payment Base”). We participate in employee benefit plans and have made contributions to such plans required by current PRC laws and regulations. If enterprises are required to contribute to the plans or funds based on a higher Social Insurance Payment Base under the new regulations or policies in the future, we may have to make more contributions to such plans for our employees.

We intend to comply with the new regulations and policies applicable to employee benefit plans set forth through time. As of the date of this prospectus, we have signed written employment contracts with all of our employees and paid all the benefits package as required by law. In addition, the PRC Individual Income Tax Law requires companies operating in China to withhold individual income tax on employees’ salaries based on the actual salary of each employee upon payment.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus.

Directors and Executive Officers	Age		Position/Title
Junjie Hu		37	Chief Executive Officer, Director and Chairman of the Board
Xing Zhang		31	Chief Financial Officer and Director
Yixiao Wang*		31	Independent Director Nominee
Heng Zhang*		35	Independent Director Nominee
Hao Song		35	Independent Director Nominee

*	Each of Mr. Wang, Mr. Zhang and Mr. Song has indicated his consent to serve as an independent director of the Board upon the formal appointment by the Board prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Biography

Mr. Junjie Hu is our founder and was appointed as the Chief Executive Officer and Chairman of the Board of the Company on September 14, 2021. He has served as Chairman of the Board of Directors and Chief Executive Officer of Shanghai Earntz since July 2016. Mr. Hu has over 10 years of experience in production and management in pulp, paper & personal care industries. From August 2008 to May 2010, Mr. Hu was an analyst of RISI, Inc., a leading consulting firm based in Boston, focusing on global pulp & paper industry. From May 2010 to July 2016, Mr. Hu worked for 3M China as senior product manager. Mr. Hu is primarily responsible for overseeing the sales and marketing, research and development, business strategy and overall management of our Company and Shanghai Earntz. Mr. Hu graduated from the University of Auckland with an undergraduate degree in Commerce in July 2006. In September 2019, Mr. Hu obtained an Executive Master of Business Administration (EMBA) degree from Fudan University in Shanghai, China.

Mr. Xing Zhang is our co-founder and was appointed as a director and Chief Financial Officer of the Company on September 14, 2021. Mr. Zhang has served as deputy general manager of Shanghai Earntz since July 2016. Mr. Zhang has experience in business operation and production, supply chain management and financing. Mr. Zhang worked for China Industry Securities as an analyst from September 2015 to July 2016. Mr. Zhang graduated from Southwest Jiaotong University with an undergraduate degree in English in July 2012. In December 2015, Mr. Zhang obtained a master of finance degree from Newcastle University in United Kingdom. Mr Zhang obtained his CFA certificate in 2015.

Mr. Yixiao Wang, a Canadian citizen, is the founder of Beijing Hongge Trading Inc. since March 2020. From March 2019 to January 2020, Mr. Wang served as Chief Marketing Office of blockchain project Matrix. From September 2015 to March 2019, Mr. Wang served as a marketing manager of DIDI and participated in major projects of DIDI such as Rio Olympic campaign, 100 best driver and DIDI grand branding upgrade. Mr. Zhang graduated from University of Toronto in Canada with an undergraduate degree in Finance & Arts in 2014.

Dr. Heng Zhang has been as professor at Zhongyuan University of Technology since April 2017. From July 2019 to July 2020, Dr. Zhang was a senior visiting scholar at Shinshu University in Japan studying fiber materials. From March 2017 to January 2019, Dr. Zhang worked as a post-doctor researcher at the Institute of Chemical and Biological Engineering of Zhejiang University. From April 2016 to March 2017, Dr. Zhang worked as an engineer at Zhejiang Kingsafe Nonwovens Co., Ltd. Dr. Zhang obtained his bachelor’s degree, master’s degree and PhD degree from Tiangong University with a major in textile engineering, nonwoven materials and engineering, respectively, between September 2004 and Oct 2015. Dr. Zhang has deep experience both on theory and practice on nonwoven materials industry. Dr. Zhang has published more than 30 SCI/EI thesis on POLYMER, ACS APPL. POLYM. MATER, POLYM TEST.

Mr. Hao Song has more than 10 years’ experience in property investment and wealth management business. Mr. Song is a founder of Shanghai Realway Capital Assets Management Co., Ltd. a company listed on Hong Kong Stock Exchange (HK01835) and has served as its Chief Operating Officer since January 2021. Mr. Song graduated from East China University of Political Science and Law with a bachelor of law degree in 2009. In 2019, Mr. Song obtained his Executive Master of Business Administration (EMBA) degree from Fudan University.

Employment Agreements, Director Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Pursuant to these agreements, each of our executive officers is employed for an initial term of one year, renewable upon mutual agreement of the Company and the executive officer.

The executive officers are entitled to a fixed salary and to participate in our equity incentive plans, if any and other company benefits, each as determined by the Board from time to time.

We may terminate the executive officer’s employment for cause, at any time, without notice or remuneration, for certain acts, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to our detriment, or material breach of any term of any employment or other services, confidentiality, intellectual property or non-competition agreements with the Company. In such case, the executive officer will solely be entitled to accrued and unpaid salary through the effective date of such termination, and his/her right to all other benefits will terminate, except as required by any applicable law. The executive officer is not entitled to severance payments upon any termination.

The executive officer may voluntarily terminate his/her employment for any reason and such termination shall take effect 30 days after the receipt by Company of the notice of termination. Upon the effective date of such termination, the executive officer shall be entitled to (a) accrued and unpaid salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event the executive officer is terminated without notice, it shall be deemed a termination by the Company for cause.

Each of our executive officers has agreed not to use for his/her personal purposes nor divulge, furnish, or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret information or knowledge of the Company, whether developed by him/herself or by others.

In addition, each executive officer has agreed to be bound by non-competition restrictions during the term of his or her employment and for six months following the last date of employment.

Each executive officer also has agreed not to (i) solicit or induce, on his/her own behalf or on behalf of any other person or entity, any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates; or (ii) solicit or induce, on his/her own behalf or on behalf of any other person or entity, any customer or prospective customer of the Company or any of their respective affiliates to reduce its business with the Company or any of its affiliates.

We have entered into director agreements with each of our independent directors which agreements will set forth the terms and provisions of their engagement.

In addition, we have entered into indemnification agreements with each of our directors and executive officers that provide such persons with additional indemnification beyond that provided in our current memorandum and articles of association.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2020, we paid RMB 327,828 to our executive officer for their services and we did not pay our directors for their services solely as our directors during the year ended December 31, 2020. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and our variable interest entity are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, maternity insurance, on-the-job injury insurance, and housing fund plans through a PRC government-mandated defined contribution plan.

Board of Directors and Committees

Our Board currently consists of five directors. The NASDAQ Capital Market corporate governance rules require that a majority of an issuer’s board of directors must consist of independent directors. We have a majority of independent directors serving on our board of directors.

Our board of directors may exercise all the powers of our Company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our Company or of any third party. None of our non-executive directors has a service contract with us that provides for severance payments upon termination of service.

We have established an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each of the committees of the Board is described below.

Audit Committee

[ ], [ ], and [ ] are members of our Audit Committee; [ ] serves as the chairman of the Audit Committee. All members of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.

We have adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall:

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evaluate the independence and performance of, and assess the qualifications of, our independent auditor, and engage such independent auditor;

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approve the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approve in advance any non-audit service to be provided by the independent auditor;

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monitor the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

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review the financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and review with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

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oversee all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

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review and approve in advance any proposed related-party transactions and report to the full Board on any approved transactions; and

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provide oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and make recommendations to the Board regarding corporate governance issues and policy decisions.

We have determined that [ ] possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Compensation Committee

[ ], [ ], and [ ] are members of our Compensation Committee; [ ] serves as the chairman of the Compensation Committee. All members of our Compensation Committee are qualified as independent under the current definition promulgated by NASDAQ. We have adopted a charter for the Compensation Committee.

In accordance with the Compensation Committee’s Charter, the Compensation Committee is responsible for overseeing and making recommendations to the board of directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices. The Compensation Committee shall:

	●	approve compensation principles that apply generally to Company employees;

	●	make recommendations to the board of directors with respect to incentive compensation plans and equity based plans taking into account the results of the most recent rules to provide the shareholders with an advisory vote on executive compensation, generally known as “Say on Pay Votes” (Section 951 in The Dodd-Frank Wall Street Reform and Consumer Protection Act), if any;

	●	administer and otherwise exercise the various authorities prescribed for the Compensation Committee by the Company’s incentive compensation plans and equity-based plans;

	●	select a peer group of companies against which to benchmark/compare the Company’s compensation systems for principal officers elected by the board of directors;

	●	annually review the Company’s compensation policies and practices and assess whether such policies and practices are reasonably likely to have a material adverse effect on the Company;

	●	determine and oversee stock ownership guidelines and stock option holding requirements, including periodic review of compliance by principal officers and members of the board of directors;

Corporate Governance and Nominating Committee

[ ], [ ], and [ ] are members of our Corporate Governance and Nominating Committee; [ ] serves as the chairman of the Corporate Governance and Nominating Committee. All members of our Corporate Governance and Nominating Committee are qualified as independent under the current definition promulgated by NASDAQ. We have adopted a charter for the Corporate Governance and Nominating Committee.

In accordance with its charter, the Corporate Governance and Nominating Committee is responsible for identifying and proposing new potential director nominees to the board of directors for consideration and reviewing our corporate governance policies. The Corporate Governance and Nominating shall:

	●	Identify and screen individuals qualified to become Board members consistent with the criteria approved by the board of directors, and recommend to the board of directors’ director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

	●	Recommend directors for appointment to Board committees;

	●	Make recommendations to the board of directors as to determinations of director independence;

	●	Oversee the evaluation of the board of directors;

	●	Make recommendations to the board of directors as to compensation for the Company’s directors; and

	●	Review and recommend to the board of directors the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company

Director Independence

Our Board reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly, and the Company has determined that [ ], [ ], and [ ] are “independent directors” as defined by NASDAQ.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Family Relationships

There is no family relationship among any of our directors or executive officers.

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our Company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

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convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

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declaring dividends and distributions;

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appointing officers and determining the term of office of the officers;

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exercising the borrowing powers of our company and mortgaging the property of our company; and

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approving the transfer of shares in our company, including the registration of such shares in our share register.

Terms of Directors and Officers

Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of our shareholders. A director will cease to be a director if, among other things, the director (a) if gives notice in writing to the Company that he resigns the office of Director; (b) if absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; (c) if dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (d) if found a lunatic or becomes of unsound mind.

Our officers are elected by and serve at the discretion of the board of directors.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this prospectus by our officers, directors, and 5% or greater beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Ordinary Shares.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Applicable percentage ownership prior to the offering is based on 17,500,000 Ordinary Shares outstanding as of the date of this prospectus. The table also lists the percentage ownership after this offering based on Ordinary Shares outstanding immediately after the completion of this offering sale of [ ] Ordinary Shares, assuming the Underwriter does not exercise its over-allotment option.

Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Beneficially Owned After This Offering
Name of Beneficial Owners	Number		%		Number		%
Directors and Executive Officers:
Junjie Hu (1)		15,160,000		86.63%		15,160,000
Xing Zhang		-		-		-



5% or Greater Shareholders:
Aslan Global Ltd. (1)		15,160,000		86.63%		15,160,000

All directors and executive officers as a group (six individuals)		15,160,000		86.63%		15,160,000

(1)	Mr. Junjie Hu, Chairman of our Board and Chief Executive Officer of the Company, is the sole shareholder of Aslan Global Ltd. a British Virgin Islands company. The registered address of Aslan Global Ltd. is P.O. Box 986, Road Town, Tortola, British Virgin Islands.

RELATED PARTY TRANSACTIONS

Variable Interest Entity Arrangements

See “Corporate History and Structure—Variable Interest Entity Arrangements.”

Employment Agreements, Director Agreements and Indemnification Agreements

See “Management—Employment Agreements, Director Agreements and Indemnification Agreements.”

The relationship and the nature of related party transactions are summarized as follow:

Advance from related parties

			December 31,
Name	Relationship	Nature	2020		2019
Junjie Hu	a major shareholder, Chairman and CEO of the Company and 75% shareholder of Shanghai Earntz	Advances for operations, no interest, due on demand	$	76,034	$	1,553,008
Xin Jia	Former shareholder of Shanghai Earntz	Advances for operations, no interest, due on demand		-		753,735
Xing Zhang	a director and vice president and a 25% shareholder of Shanghai Earntz	Advances for operations, no interest, due on demand		-		830,302
			$	76,034	$	3,137,045

Guarantees

				December 31,
Related Parties	Relationship	Bank name	Term	2020
Mr. Junjie Hu	a major shareholder, Chairman and CEO of the Company and 75% shareholder of Shanghai Earntz	China Construction Bank -	From February 20, 2020 to	$	919,800
Ms. Yanlun Lin	Mr. Junjie Hu’s spouse	Shanghai Jinshan branch	February 19, 2021
Mr. Junjie Hu	a major shareholder, Chairman and CEO of the Company and 75% shareholder of Shanghai Earnt	Bank of Communications- Shanghai Zhujing branch	From March 2, 2020 to March 2, 2021	$	306,600

Lease with related party				Prepayment As of December 31,				Rent Expense For the year ended December 31,
Name	Nature	Lease term	Payment	2020		2019		2020		2019
Xing Zhang’s father	Plant lease	January 1, 2019 to December 31, 2026	Annual rent $422,000; 5% increase in 2021 and 2024; paid quarterly	$	117,266	$	104,251	$	402,142	$	401,864

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association and the Companies Act.

Our authorized share capital consists of 500,000,000 Ordinary Shares, par value $0.0001 per share. As of the date of this prospectus, 17,500,000 Ordinary Shares are issued and outstanding.

Ordinary Shares

Dividends. Subject to any rights and restrictions of any other class or series of shares, our Board may, from time to time, declare dividends on the shares issued and authorize payment of the dividends out of our lawfully available funds. No dividends shall be declared by the board out of our Company except the following:

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profits; or

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“share premium account,” which represents the excess of the price paid to our Company on issue of its shares over the par or “nominal” value of those shares, which is similar to the U.S. concept of additional paid in capital.

However, no dividend shall bear interest against the Company.

Voting Rights. Each Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of our Company and each preferred share shall be entitled to two (2) votes on all matters subject to vote at general and special meetings of our Company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the nominal value of the total issued voting shares of our Company present in person or by proxy. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding Ordinary Shares at a meeting. A special resolution will be required for important matters such as making changes to our tenth amended and restated memorandum and articles of association.

There are no limitations on non-residents or foreign shareholders in the memorandum and articles to hold or exercise voting rights on the Ordinary Shares imposed by foreign law or by the charter or other constituent document of our Company. However, no person will be entitled to vote at any general meeting or at any separate meeting of the holders of the Ordinary Shares unless the person is registered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect of Ordinary Shares in the Company have been paid.

Winding Up; Liquidation. Upon the winding up of our company, after the full amount that holders of any issued shares ranking senior to the Ordinary Shares as to distribution on liquidation or winding up are entitled to receive has been paid or set aside for payment, the holders of our Ordinary Shares are entitled to receive any remaining assets of the Company available for distribution as determined by the liquidator. The assets received by the holders of our Ordinary Shares in a liquidation may consist in whole or in part of property, which is not required to be of the same kind for all shareholders.

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 Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. Any Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares. We may issue shares that are, or at its option or at the option of the holders are, subject to redemption on such terms and in such manner as it may, before the issue of the shares, determine. Under the Companies Act, shares of a Cayman Islands exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for that purpose or out of capital, provided the memorandum and articles authorize this and it has the ability to pay its debts as they come due in the ordinary course of business.

No Preemptive Rights. Holders of Ordinary Shares will have no preemptive or preferential right to purchase any securities of our company.

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Variation of Rights Attaching to Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be materially adversely varied with the written consent of the holders of all of the issued shares of that class or with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

Anti-Takeover Provisions. Some provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

Exempted Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

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does not have to file an annual return of its shareholders with the Registrar of Companies;

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is not required to open its register of members for inspection;

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does not have to hold an annual general meeting;

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may issue shares with no par value;

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may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

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may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

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may register as a limited duration company; and

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may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.

Warrants

There are no outstanding warrants to purchase any of our securities.

Options

There are no outstanding options to purchase any of our securities.

Differences in Corporate Law

The Companies Act is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements. A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.

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A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman Islands subsidiary if a copy of the plan of merger is given to every member of that Cayman Islands subsidiary to be merged unless that member agrees otherwise. For this purpose, a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

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the statutory provisions as to the required majority vote have been met;

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the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

When a takeover offer is made and accepted by holders of 90.0% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

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a company acts or proposes to act illegally or ultra vires;

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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

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those who control the company are perpetrating a “fraud on the minority.”

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Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association 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 current memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our current memorandum and articles of association.

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.

Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our current articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cayman Islands law does not provide shareholders any right to put proposals before a meeting or requisition a general meeting. However, these rights may be provided in articles of association. Our current articles of association allow our shareholders holding not less than one-third of all voting power of our share capital in issue to requisition a shareholder’s meeting. Other than this right to requisition a shareholders’ meeting, our current articles of association do not provide our shareholders other right to put proposal before a meeting. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.

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Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our current articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any fewer protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our current articles of association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.

Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a super majority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our current articles of association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our current articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares of that class or the written consent the holders of all of the issued shares of that class.

Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our current memorandum and articles of association may only be amended with a special resolution of our shareholders.

Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our post-offering amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our current memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there was no established public trading market for our Ordinary Shares. We cannot assure you that a liquid trading market for our Ordinary Shares will develop on NASDAQ or be sustained after this offering. Future sales of substantial amounts of Ordinary Shares in the public market, or the perception that such sales may occur, could adversely affect the market price of our Ordinary Shares. Further, since a large number of our Ordinary Shares will not be available for sale shortly after this offering because of the contractual and legal restrictions on resale described below, sales of substantial amounts of our Ordinary Shares in the public market after these restrictions lapse, or the perception that such sales may occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have an aggregate of [ ] Ordinary Shares outstanding, assuming no exercise of the underwriters’ over-allotment option. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act.

As of the date of this prospectus, 17,500,000 Ordinary Shares held by existing shareholders are deemed “restricted securities” as that term is defined in Rule 144 and may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including Rule 144. A total of [ ], or [ ]%, of our currently outstanding Ordinary Shares will be subject to “lock-up” agreements described below on the effective date of this offering. Upon expiration of the lock-up period of six (6) months after the date of this prospectus, outstanding shares will become eligible for sale, subject in most cases to the limitations of Rule 144. The remaining [ ] shares may be sold in accordance with Rule 144.

The following table summarizes the total shares potentially available for future sale.

Days After Date of this Prospectus	Shares Eligible for Sale	Comment
Upon Effectiveness		Freely tradable shares sold in the offering.

90 days		Shares saleable under Rule 144.

Six months		Shares saleable after expiration of the lock-up.

Rule 144

In general, under Rule 144, beginning ninety days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our share capital that such person has held for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations. Sales of our share capital by any such person would be subject to the availability of current public information about us if the shares to be sold were held by such person for less than one year.

Beginning ninety days after the date of this prospectus, our affiliates who have beneficially owned shares of our share capital for at least six months, including the holding period of any prior owner other than another of our affiliates, would be entitled to sell within any three-month period those shares and any other shares they have acquired that are not restricted securities, provided that the aggregate number of shares sold does not exceed the greater of:

●

1% of the number of shares of our authorized share capital then outstanding, which will equal approximately [ ] Ordinary Shares immediately after this offering assuming no exercise of the underwriters’ over-allotment option; or

●

the average weekly trading volume in our Ordinary Shares on the listing exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates are generally subject to the availability of current public information about us, as well as certain “manner of sale” and notice requirements.

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Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. If any of our employees, executive officers or directors purchase shares under a written compensatory plan or contract, they may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares would be required to wait until 90 days after the date of this prospectus before selling any such shares.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

Lock-up Agreements

We and each of our officers, directors and certain shareholders have agreed, subject to certain exceptions, not to, directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of, or enter into any swap or other transaction that is designed to, or could be expected to, result in the disposition of any of our Ordinary Shares or other securities convertible into or exchangeable or exercisable for our Ordinary Shares or derivatives of our Ordinary Shares (whether any such swap or transaction is to be settled by delivery of securities, in cash, or otherwise), owned by these persons prior to this offering or acquired in this offering or Ordinary Shares issuable upon exercise of options or warrants held by these persons until after six (6) months following the date of this prospectus.

TAXATION

The following discussion of material Cayman Islands, PRC and United States federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our Ordinary Shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of King & Capital Law Firm, our PRC counsel.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of the shares or on an instrument of transfer in respect of a share.

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People’s Republic of China Taxation

Under the EIT Law, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income as well as tax reporting obligations. Under the Implementation Rules, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, SAT Circular 82 issued in April 2009 specifies that certain offshore-incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board’s and shareholders’ meetings are located or kept in the PRC; and (d) half or more of the enterprises’ directors or senior management personnel with voting rights habitually reside in the PRC. Further to SAT Circular 82, the SAT issued SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details of determination on PRC resident enterprise status and administration on post-determination matters. If the PRC tax authorities determine that the Company is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. For example, Shanghai Earntz may be subject to enterprise income tax at a rate of 25% with respect to its worldwide taxable income. Also, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or Ordinary Shares and potentially a 20% of withholding tax would be imposed on dividends we pay to our non-PRC individual shareholders and with respect to gains derived by our non-PRC individual shareholders from transferring our shares or Ordinary Shares.

It is unclear whether, if we are considered a PRC resident enterprise, holders of our shares or Ordinary Shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. See “Risk Factors—Risk Factors Relating to Doing Business in China—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC resident enterprise for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC Shareholders and have a material adverse effect on our results of operations and the value of your investment”.

The SAT issued SAT Circular 59 together with the Ministry of Finance in April 2009 and SAT Circular 698 in December 2009. Both SAT Circular 59 and SAT Circular 698 became effective retroactively as of January 1, 2008, and Circular 7, in replacement of some of the existing rules in Circular 698, became effective in February 2015. On October 17, 2017, the SAT promulgated Bulletin 37, and Circular 698 was replaced effective December 1, 2017. Under Circular 7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. We and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 7 and Bulletin 37, and may be required to expend valuable resources to comply with Circular 59, Circular 7 and Bulletin 37 or to establish that we and our non-resident enterprises should not be taxed under these circulars. In addition, in accordance with the Individual Income Tax Law promulgated by the Standing Committee of NPC, later amended on August 31, 2018, and effective January 1, 2019, where an individual carries out other arrangements without reasonable business purpose and obtains improper tax gains, the tax authorities shall have the right to make tax adjustments based on a reasonable method, and levy additional tax and collect interest if there is a need to levy additional tax after making tax adjustments. As a result, our beneficial owners, who are PRC residents, may be deemed to have carried out other arrangements without reasonable business purpose and obtained improper tax gains for such indirect transfer, and thus be levied tax. See “Risk Factors—Risk Factors Relating to Doing Business in China—We face uncertainty regarding the PRC tax reporting obligations and consequences for certain indirect transfers of our operating company’s equity interests. Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.”

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Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Tax Arrangement, where a Hong Kong resident enterprise which is considered a non-PRC tax resident enterprise directly holds at least 25% of a PRC enterprise, the withholding tax rate in respect of the payment of dividends by such PRC enterprise to such Hong Kong resident enterprise is reduced to 5% from a standard rate of 10%, subject to approval of the PRC local tax authority. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a resident enterprise of the counter-party to such Tax Arrangement should meet the following conditions, among others, in order to enjoy the reduced withholding tax under the Tax Arrangement: (i) it must directly own the required percentage of equity interests and voting rights in such PRC resident enterprise; and (ii) it should directly own such percentage in the PRC resident enterprise anytime in the 12 months prior to receiving the dividends. Furthermore, the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties (for Trial Implementation), or the Administrative Measures, which became effective in October 2009, requires that the non-resident enterprises must obtain the approval from the relevant tax authority in order to enjoy the reduced withholding tax rate under the tax treaties. There are also other conditions for enjoying such reduced withholding tax rate according to other relevant tax rules and regulations. Accordingly, Shanghai Earntz may be able to enjoy the 5% withholding tax rate for the dividends it receives from the WFOE, if it satisfies the conditions prescribed under Circular 81 and other relevant tax rules and regulations, and obtains the approvals as required under the Administrative Measures. However, according to Circular 81, if the relevant tax authorities consider the transactions or arrangements that we have made are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

United States Federal Income Tax Considerations

The following is a discussion of United States federal income tax considerations relating to the acquisition, ownership, and disposition of our Ordinary Shares by a U.S. Holder, as defined below, that acquires our Ordinary Shares in this offering and holds our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors that own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not address any tax laws other than the United States federal income tax laws, including any state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our Ordinary Shares.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or treated as a tax resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

The discussion set forth below is addressed only to U.S. Holders that purchase Ordinary Shares in this offering. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary Shares.

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Taxation of Dividends and Other Distributions on our Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on NASDAQ. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company (“PFIC”)

A non-U.S. corporation is considered a PFIC for any taxable year if either:

	●	at least 75% of its gross income for such taxable year is passive income; or

	●	at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in this offering will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in this offering) on any particular quarterly testing date for purposes of the asset test.

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We must make a separate determination each year as to whether we are a PFIC. Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2021 taxable year or for any subsequent taxable year, at least 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities, as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Ordinary Shares and the amount of cash we raise in this offering. Accordingly, fluctuations in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares from time to time and the amount of cash we raise in this offering) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary Shares, the shares will continue to be treated as stock in a PFIC for all succeeding years during which you hold Ordinary Shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.

If we are a PFIC for your taxable year(s) during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

	●	the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;

	●	the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

	●	the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends and Other Distributions on our Ordinary Shares” generally would not apply.

The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including Nasdaq. If the Ordinary Shares are regularly traded on NASDAQ and if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.

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Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares. Failure to report the information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file Form 8938.

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UNDERWRITING

We expect to enter into an underwriting agreement with [ ], as the Underwriter named therein, with respect to the Ordinary Shares in this offering. The Underwriter may retain other brokers or dealers to act as sub-agents on its behalf in connection with this offering and may pay any sub-agent a solicitation fee with respect to any securities placed by it. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the Underwriter the number of shares indicated below:

Name		Number of shares

Total

The Underwriter is offering the shares subject to its acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the Underwriter to pay for and accept delivery of the shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The Underwriter is obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. However, the Underwriter is not required to take or pay for the shares covered by the Underwriter’s over-allotment option described below.

The underwriting agreement provides that the obligation of the Underwriter to take and pay for the Ordinary Shares, is subject to certain conditions precedent, including but not limited to (1) obtaining listing approval on the Nasdaq Capital Market, (2) delivery of legal opinions and (3) delivery of auditor comfort letters.

We have agreed to grant to the Underwriter an over-allotment option, exercisable within 45 days after the date of this prospectus, to purchase up to an additional [ ] Ordinary Shares (15% of the Ordinary Shares offered to the public) at the public offering price listed on the cover page of this prospectus, less underwriting discounts. The option may be exercised in whole or in part, and may be exercised more than once, during the 45-day option period. The Underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus.

In order to facilitate the offering of the shares, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our shares. Specifically, the Underwriter may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the Underwriter under the over-allotment option. The Underwriter can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the Underwriter will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The Underwriter may also sell shares in excess of the over-allotment option, creating a naked short position. The Underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the Underwriter is concerned that there may be downward pressure on the price of our shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the Underwriter may bid for, and purchase, shares in the open market to stabilize the price of our shares. These activities may raise or maintain the market price of our shares above independent market levels or prevent or retard a decline in the market price of our shares. The Underwriter is not required to engage in these activities and may end any of these activities at any time.

Upon the declaration of effectiveness of the registration statement of which this prospectus is a part, we will enter into an underwriting agreement with the Underwriter. The terms of the underwriting agreement provide that the obligations of the Underwriter is subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and our auditors.

Discounts and Expenses

We have agreed to pay the Underwriter a fee equal to [ ]% of the gross proceeds of the offering.

We have agreed to pay a non-accountable expense allowance to the Underwriter of 1.0% of the gross proceeds of the offering (including proceeds from the sale of over-allotment shares, if any).

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We have also agreed to pay the underwriter’s reasonable out-of-pocket expenses (including reasonable clearing charges, travel and out-of-pocket expense in connection with this offering reasonable fees and expenses of legal counsel incurred by the Underwriter in connection with this offering, the cost of any due diligence meetings, and preparation of printed documents for closing and deal mementos) incurred by the Underwriter in connection with this offering up to US$[ ]. We have paid an advance of US$[ ] to the Underwriter to be applied to the Underwriter’s anticipated out-of-pocket expenses. The advance will be returned to us to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g).

We have agreed to pay our expenses related to the offering. We estimate that our total expenses related to this offering, excluding the estimated discounts to the Underwriter and payment of the Underwriter’s accountable and non-accountable expenses referred to above, will be approximately US$ [ ] million.

Except as disclosed in this prospectus, the Underwriter has not received and will not receive from us any other item of compensation or expense in connection with this offering considered by FINRA to be underwriting compensation under FINRA Rule 5110.

We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “EARNTZ”. There is no assurance that such application will be approved, and if our application is not approved, this offering may not be completed.

The table below shows the per ordinary share and total discounts that we will pay to the Underwriter.

Total

Per Share

No Exercise of
Over-allotment
Option

Full Exercise of
Over-allotment
Option

Initial public offering price

Underwriting discounts to be paid by us

Proceeds, before expenses, to us

Warrants

In addition, we have agreed to grant the Underwriter non-redeemable warrants to purchase an amount equal to [ ]% of the Ordinary Shares sold in the offering (including any shares sold upon exercise of the over-allotment option), which warrants will be exercisable at any time after the effective date of the registration statement, have [ ] year terms and cashless exercise options. Such warrants are exercisable at a price of [ ]% of the public offering price of the Ordinary Shares offered pursuant to this offering. We will register the Ordinary Shares underlying the underwriter’s warrants and will file all necessary undertakings in connection therewith. The underwriter’s warrants and the Ordinary Shares underlying the underwriter’s warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, of which this prospectus forms a part (in accordance with FINRA Rule 5110), except that they may be assigned, in whole or in part, to any member participating in the offering and the officers or partners thereof, and that all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The underwriter’s warrants may be exercised as to all or a lesser number of Ordinary Shares and will provide for cashless exercise. The underwriter’s warrants contain a provision for one demand registration, at the expense of the holder of the underwriter’s warrants. The demand registration right may be exercised at any time following issuance of the warrants but no later than five years following the effectiveness of the registration statement in compliance with FINRA rule 5110(g)(8)(C). The underwriter warrants also contain unlimited “piggyback” registration rights at our expense. The piggyback registration rights may be exercised at any time following issuance of the warrants but no later than five years following the effectiveness of the registration statement in compliance with FINRA rule 5110(g)(8)(D).

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Lock-up Agreements

We have agreed that, subject to certain exceptions, we will not without the prior written consent of the Underwriter, during the period ending 180 days after the closing of the offering (the “restricted period”):

	●	sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our Company, except for the shares or options issued under the Company’s incentive plan;

	●	file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our Company; or

	●	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of our Company whether any such transaction described above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise.

Each of our directors and officers named in the section “Management”, and all of our existing shareholders that own 5% or more of our total outstanding shares have agreed that, subject to certain exceptions, such director, executive officer or shareholder will not, without the prior written consent of the Underwriter, during the restricted period, which is equal to 1 year after the closing of the offering for our directors and officers:

	●	offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or capital stock of our Company including any securities convertible into or exercisable or exchangeable for such Ordinary Shares or capital stock, or

	●	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Ordinary Shares or capital stock whether any such transaction described above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise.

Pricing of the Offering

Prior to this offering, there has been no public market for the Ordinary Shares. The initial public offering price will be determined by negotiations between us and the Underwriter. In determining the initial public offering price, we and the Underwriter expects to consider a number of factors, including:

	●	the information set forth in this prospectus and otherwise available to the Underwriter;

	●	our prospects and the history and prospects for the industry in which we compete;

	●	an assessment of our management;

	●	our prospects for future earnings;

	●	the general condition of the securities markets at the time of this offering;

	●	the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

	●	other factors deemed relevant by the Underwriter and us.

The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the Underwriter can assure investors that an active trading market will develop for our Ordinary Shares, or that the shares will trade in the public market at or above the initial public offering price.

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Indemnification

We have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the Underwriter may be required to make for these liabilities.

Listing

We have applied to have our Ordinary Shares approved for listing on the Nasdaq under the symbol “EARNTZ” We make no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time in the future; notwithstanding the foregoing, we will not close this offering unless such Ordinary Shares will be so listed at completion of this offering.

Electronic Distribution

A prospectus in electronic format may be made available on websites or through other online services maintained by Representative or by its affiliates. Other than the prospectus in electronic format, the information on the Representative’s website and any information contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as an underwriter, and should not be relied upon by investors.

Any underwriter who is a qualified market maker on NASDAQ may engage in passive market making transactions on Nasdaq in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

No Prior Public Market

Prior to this offering, there has been no public market for our securities and the public offering price for our Ordinary Shares will be determined through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant. The offering price for our Ordinary Shares in this offering has been arbitrarily determined by the Company in its negotiations with the underwriters and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company.

Offers Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the Ordinary Shares offered by this prospectus in any jurisdiction where action for that purpose is required. The Ordinary Shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such Shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Price Stabilization, Short Positions

Until the distribution of the Ordinary Shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our Ordinary Shares. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our Ordinary Shares. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

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●

Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline in the market price of our securities while this offering is in progress.

●

Short sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares than they purchase from us in this offering. In order to cover the resulting short position, the managing underwriter may exercise the overallotment option described above and/or may engage in syndicate covering transactions. There is no contractual limit on the size of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of units covered by the registration statement.

●

Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf of the underwriters in order to reduce a short position incurred by the managing underwriter on behalf of the underwriters.

●

A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the Ordinary Shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore was not effectively sold to the public by such underwriter.

Stabilization, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Ordinary Shares or preventing or retarding a decline in the market price of our Ordinary Shares. As a result, the price of our Ordinary Shares may be higher than the price that might otherwise exist in the open market.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our Ordinary Shares. These transactions may occur on the NASDAQ or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

A prospectus in electronic format may be made available on a website maintained by the representatives of the underwriters and may also be made available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of prospectus other than printed prospectuses and electronically distributed prospectuses that are printable in Adobe PDF format will be used in connection with this offering.

The underwriters have informed us that they do not expect to confirm sales of our Ordinary Shares offered by this prospectus to accounts over which they exercise discretionary authority without obtaining the specific approval of the account holder.

Selling Restrictions

No action may be taken in any jurisdiction (except in the United States) that would permit a public offering of the ordinary shares, or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ordinary shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the ordinary shares may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

Australia. This document has not been lodged with the Australian Securities & Investments Commission and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a)

you confirm and warrant that you are either a:

(i)

“sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act 2001 (Cth) of Australia, or the Corporations Act;

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(ii)

“sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

(iii)

person associated with the company under section 708(12) of the Corporations Act; or

(iv)

“professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act;

and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act, any offer made to you under this document is void and incapable of acceptance;

(b) you warrant and agree that you will not offer any of the ordinary shares issued to you pursuant to this document for resale in Australia within 12 months of those ordinary shares being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Canada. The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted customers, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands. This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ordinary shares, whether by way of sale or subscription. The underwriter has not offered or sold, and will not offer or sell, directly or indirectly, any ordinary shares in the Cayman Islands.

European Economic Area.

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, or each referred as a “Relevant Member State”, an offer to the public of the ordinary shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State unless the prospectus has been approved by the competent authority in such Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive except that an offer to the public in that Relevant Member State of any ordinary shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

●

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

●

to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

●

by the underwriters to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

●

in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of shares shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

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Any person making or intending to make any offer of shares within the EEA should only do so in circumstances in which no obligation arises for us or the underwriters to produce a prospectus for such offer. Neither we nor the underwriter has authorized, nor do they authorize, the making of any offer of shares through any financial intermediary, other than offers made by the underwriters which constitute the final offering of shares contemplated in this prospectus.

For the purposes of this provision, the expression an “offer shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe any shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offer of shares contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and the underwriters that:

	●	it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

	●	in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Hong Kong. This prospectus may not be circulated or distributed in Hong Kong. Please note that the ordinary shares have not been offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ordinary shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

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Japan. The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, and ordinary shares will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

People’s Republic of China. This prospectus has not been and will not be circulated or distributed in the PRC, and ordinary shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our ordinary shares may not be circulated or distributed, nor may our ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where our ordinary shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ordinary shares under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

Taiwan. The ordinary shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ordinary shares in Taiwan.

120

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee, and the NASDAQ listing fee, all amounts are estimates.

SEC registration fee		$
NASDAQ listing fee
FINRA filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous

Total		$

These expenses will be borne by us. Underwriting discounts will be borne by us in proportion to the numbers of Ordinary Shares sold in the offering.

LEGAL MATTERS

The Company is being represented by FisherBroyles, LLP, with respect to legal matters of United States federal securities law. The validity of the Ordinary Shares offered by this prospectus and legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (Hong Kong) LLP. The Company is being represented by King & Capital Law Firm with regard to PRC law. FisherBroyles, LLP, may rely upon King & Capital Law Firm with respect to matters governed by PRC law. [ ] is acting as U.S. counsel for the underwriter. [ ] is acting as the PRC counsel for the underwriter. [ ] may rely upon [ ] with respect to matters governed by PRC law.

EXPERTS

The consolidated financial statements as of December 31, 2020 and 2019 included herein and in the registration statement have been so included in reliance on the report of Wei, Wei & Co., LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

The office of Wei, Wei & Co., LLP is located at 133-10 39th Avenue Flushing, New York 11354.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the Ordinary Shares described herein. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. We anticipate making these documents publicly available, free of charge, on our website at www.sh-earntz.com as soon as reasonably practicable after filing such documents with the SEC. The information on our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. We have included our website address as an inactive textual reference only.

You can read the registration statement and our future filings with the SEC, over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, DC 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

121

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-3
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2020 and 2019	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020 and 2019	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Earntz Healthcare Products, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Earntz Healthcare Products, Inc. and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Wei, Wei & Co., LLP

We have served as the Company’s auditors since 2021.

Flushing, New York

September 20, 2021

F-2

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (IN U.S. $)

	December 31,		December 31,
	2020		2019
ASSETS
Current assets:
Cash	$	4,414,205	$	413,192
Account receivables		3,844,026		3,114,455
Deposits		7,122		-
Notes receivables		2,041,550		230,303
Inventory		2,312,383		719,685
Prepayments		6,507,380		871,574

Total current assets		19,126,666		5,349,209

Other assets:
Deposits		13,797		10,017
Intangible assets, net		39,048		-
Property and equipment, net		7,745,474		3,921,289
Deferred tax assets		-		73,937

Total non-current assets		7,798,319		4,005,243

TOTAL ASSETS	$	26,924,985	$	9,354,452

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,505,069	$	226,427
Advances from customers		2,067,566		-
Taxes payable		284,784		343
Short-term bank borrowings		2,759,400		1,287,900
Advances from related parties		76,034		3,137,045
Accrued liabilities and other payables		889,052		42,597

Total current liabilities		10,581,905		4,694,312

Deferred tax liabilities		688,111		-

Total liabilities		11,270,016		4,694,312

Commitments and contingencies		-		-

Stockholders’ equity:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 17,500,000 shares issued and outstanding as of December 31, 2020 and 2019*		1,750		1,750
Additional paid-in capital		4,674,680		4,674,680
Retained earnings		9,314,138		243,574
Statutory reserves		1,035,288		27,448
Other comprehensive income (loss)		629,113		(287,312	)

Total stockholders’ equity		15,654,969		4,660,140

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	26,924,985	$	9,354,452

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization on July 9, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(IN U.S. $)

	Year Ended December 31,
	2020			2019

Sales	$	46,901,200		$	10,616,972
Cost of sales		22,317,921			9,029,573

Gross profit		24,583,279			1,587,399

Operating expenses:
Bad debt expense		2,162,036			-
Selling and marketing		8,826,890			297,272
General and administrative		849,632			613,079
Research and development		2,238,993			614,071

Total operating expenses		14,077,551			1,524,422

Income from operations		10,505,728			62,977

Other income (expense):
Government subsidies		1,026,734			450,147
Gain on assets disposal		271,365			-
Interest income		50,628			1,022
Interest (expenses)		(67,174	)		(147,242	)
Foreign currency exchange (loss)		(192,372	)		(17,341	)
Other (expense)		(1,056	)		(599	)

Total other income, net		1,088,125			285,987

Income before provision for (benefit from) income taxes		11,593,853			348,964
Provision for (benefit from) income taxes		1,515,449			(3,880	)

Net income		10,078,404			352,844

Other comprehensive income (loss):
Foreign currency translation adjustment		916,425			(78,135	)

Total comprehensive income	$	10,994,829		$	274,709

Weighted average number of ordinary shares*
Basic and diluted		17,500,000			17,500,000

Earnings per share
Basic and diluted	$	0.58		$	0.02

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization on July 9, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN U.S. $)

	Ordinary shares*		Ordinary shares amount		Additional Paid-in Capital		(Deficit)/ Retained Earnings			Statutory Reserve Fund		Other Comprehensive Income (Loss)			Total

Balance at December 31, 2018		17,500,000	$	1,750	$	4,473,695	$	(81,822	)	$	-	$	(209,177	)	$	4,184,446
Net income		-		-		-		352,844			-		-			352,844
Allocation to statutory reserve		-		-		-		(27,448	)		27,448		-			-
Capital contribution		-		-		200,985		-			-		-			200,985
Foreign currency translation adjustment		-		-		-		-			-		(78,135	)		(78,135	)

Balance at December 31, 2019		17,500,000		1,750		4,674,680		243,574			27,448		(287,312	)		4,660,140
Net income		-		-		-		10,078,404			-		-			10,078,404
Allocation to statutory reserve		-		-		-		(1,007,840	)		1,007,840		-			-
Foreign currency translation adjustment		-		-		-		-			-		916,425			916,425

Balance at December 31, 2020		17,500,000	$	1,750	$	4,674,680	$	9,314,138		$	1,035,288	$	629,113		$	15,654,969

*	Shares are presented on a retroactive basis to reflect the recapitalization on July 9, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

F-5

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN U.S. $)

	Year Ended December 31,
	2020			2019
Cash flows from operating activities:
Net income	$	10,078,404		$	352,844
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		2,162,036			-
Depreciation and amortization		893,928			587,309
Gain on assets disposal		(271,366	)		-
Deferred tax expense (benefit)		725,274			(3,880	)
Change in operating assets and liabilities:
Accounts receivable		(2,641,800	)		(1,197,413	)
Notes receivable		(1,696,485	)		(201,194	)
Deposits		(9,630	)		-
Inventory		(1,456,939	)		(112,049	)
Prepayments		(5,268,274	)		251,023
Accounts payable		4,028,941			228,565
Taxes payable		268,832			(459	)
Advances from customers		1,954,274			-
Accrued liabilities and other payables		829,455			123,080
Net cash provided by operating activities		9,596,650			27,826

Cash flows from investing activities:
Proceeds on assets disposal		833,496			-
Purchases of intangible assets		(55,363	)		-
Purchases of property and equipment		(4,788,055	)		(364,383	)
Net cash (used in) investing activities		(4,009,922	)		(364,383	)

Cash flows from financing activities:
Proceeds from short term loan		2,608,200			579,200
Repayment of short-term loan		(1,304,100	)		-
Advance from related parties		-			4,643
Repayment of advances from related parties		(3,136,888	)		(266,270	)
Capital contribution from stockholders		-			195,480
Net cash (used in) provided by financing activities		(1,832,788	)		513,053

Effect of exchange rate changes on cash		247,073			(5,909	)

Net increase in cash		4,001,013			170,587
Cash, beginning		413,192			242,605

Cash, ending	$	4,414,205		$	413,192

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	67,174		$	75,425
Income taxes	$	522,734		$	-

Non-Cash Investing and Financing Activities:
Operating expenses paid by shareholders	$	32,251		$	125,744

The accompanying notes are an integral part of these consolidated financial statements.

F-6

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of business and organization

Earntz Healthcare Products, Inc. (“Earntz Cayman”) is a holding company incorporated in the Cayman Islands on March 8, 2021 under the laws of the Cayman Islands. Earntz Cayman has no substantive operations other than holding all of the outstanding share capital of Earntz International Limited (“Earntz HK”) established under the laws of Hong Kong on March 19, 2021. Earntz HK is a holding company holding all of the outstanding equity of Shanghai Earn & Earn Management Consulting Co., Ltd. (“Earntz WFOE”) which is a wholly foreign-owned enterprise (“WFOE”) and incorporated in China on July 8, 2021.

The Company, through its variable interest entity (“VIE”), Shanghai Earntz Nonwoven Co., Ltd (“Shanghai Earntz”) is mainly engaged in the research, production, and sales of hot-air non-woven fabrics.

On July 9, 2021, Earntz WFOE entered into a series of VIE Agreements with the shareholders of Shanghai Earntz. These agreements include:

Exclusive consulting and services agreement

Under the exclusive consulting and services agreement between Earntz WFOE and Shanghai Earntz, dated July 9, 2021, Earntz WFOE has the exclusive right to provide to Shanghai Earntz consulting and services related to, among other things, use of software, operation maintenance, staff training, product development, customer services, asset management, and marketing consulting. Shanghai Earntz has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Shanghai Earntz agrees to pay Earntz WFOE its annual net income as the service fee. The term of the agreement is indefinite unless terminated by the WFOE.

Exclusive Option Agreement

Pursuant to the exclusive share purchase option agreement dated July 9, 2021, by and among Earntz WFOE, Shanghai Earntz, and each of the shareholders of Shanghai Earntz, each of the shareholders of Shanghai Earntz irrevocably granted Earntz WFOE an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of their equity interests in Shanghai Earntz, and the purchase price shall be the lowest price permitted by applicable PRC law. Each of the shareholders of Shanghai Earntz undertakes that, without the prior written consent of Earntz WFOE or us, they may not increase or decrease the registered capital, amend its articles of association or change registered capital structure. Any transfer of shares pursuant to this agreement would be subject to PRC regulations and to any changes required thereunder. The exclusive option agreement remains in effect until all equity interest held by shareholders in Shanghai Earntz has been transferred or assigned to Earntz WFOE and/or any other person designated by the Earntz WFOE in accordance with such agreement.

Equity Interest Pledge Agreement

Pursuant to the equity interest pledge agreement dated July 9, 2021, by and among Earntz WFOE, Shanghai Earntz and the shareholders of Shanghai Earntz, the shareholders of Shanghai Earntz pledged all of their equity interests in Shanghai Earntz to Earntz WFOE to guarantee their and Shanghai Earntz’s obligations under the contractual arrangements including the exclusive consulting and services agreement, the exclusive option agreement, and the power of attorney and this equity interest pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by Earntz WFOE in enforcing such obligations of Shanghai Earntz or its shareholders. The shareholders of Shanghai Earntz agree that, without Earntz WFOE’s prior written approval, during the term of the equity interest pledge agreement, they will not dispose of the pledged equity interests or create or allow any other encumbrance on the pledged equity interests.

Power of Attorney

Pursuant to the power of attorney dated July 9, 2021, by Earntz WFOE and each shareholder of Shanghai Earntz, respectively, each shareholder of Shanghai Earntz irrevocably authorized Earntz WFOE or any person(s) designated by Earntz WFOE to exercise such shareholder’s voting rights in Shanghai Earntz, including, without limitation, the power to participate in and vote at shareholders’ meetings, the power to nominate directors and appoint senior management, the power to sell or transfer such shareholders’ equity interest in Shanghai Earntz, and other shareholders’ voting rights permitted by PRC law and the Articles of Association of Shanghai Earntz. The power of attorney remains irrevocable and continuously valid from the date of execution so long as each shareholder remains as a shareholder of Shanghai Earntz.

F-7

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Spousal Consent Letters

Pursuant to these letters, the spouses of the applicable shareholders of Shanghai Earntz unconditionally and irrevocably agreed that the equity interest in Shanghai Earntz held by them and registered in their names will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement, loan agreement, and the power of attorney. Each of their spouses agreed not to assert any rights over the equity interest in Shanghai Earntz held by their respective spouses. In addition, in the event that any spouse obtains any equity interest in Shanghai Earntz held by his or her spouse for any reason, he or she agreed to be bound by the contractual arrangements.

Based on the foregoing contractual arrangements, Earntz WOFE has gained effective control over Shanghai Earntz. Therefore, Shanghai Earntz is considered a Variable Interest Entity under Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation,” because the Company, through Earntz WOFE, is the primary beneficiary of Shanghai Earntz. Accordingly, Shanghai Earntz has been consolidated (See Note 3 – Consolidation of Variable Interest Entity and Note 4 – Subsequent Events).

On July 9, 2021, Earntz Cayman completed a reorganization of entities under common control of its shareholder, who collectively owned all of the equity interests of Earntz Cayman prior to the reorganization. Earntz Cayman, and Earntz HK were established as the holding companies of Earntz WFOE. Earntz WFOE is the primary beneficiary of Shanghai Earntz and its subsidiaries, and all of these entities included in Earntz Cayman are under common control which results in the consolidation of Shanghai Earntz and subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of Earntz Cayman.

Note 2 – Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries and its VIE, over which the Company exercises control and is the primary beneficiary. Although the VIE agreements were entered into in July 2021, since the Company and the VIE are under common control, the financial statements reflect the operations as if the VIE agreements were in effect as of the beginning of the earliest period presented. All transactions and balances among the Company, its subsidiaries and VIE have been eliminated upon consolidation.

The accompanying consolidated financial statements reflect the activities of the Company and each of the following legal entities:

Subsidiaries	Activities	Place Incorporated	Date Incorporated	Ownership Percentage
Earntz International Limited (“Earntz HK”)	Holding company	Hong Kong, the PRC	March 19, 2021	100% owned by Earntz Cayman
Shanghai Earn & Earn Management Consulting Co., Ltd. (“Earntz WFOE”)	Holding company	Shanghai, the PRC	July 8, 2021	100% owned by Earntz HK
Shanghai Earntz Nonwoven Co., Ltd (“Shanghai Earntz”)	Production, and sales of hot-air non-woven fabrics and products	Shanghai, the PRC	July 25, 2016	VIE of Earntz WFOE

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, and revenue recognition. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

F-8

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash

Cash comprises cash at banks and on hand, and it is held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2020 and 2019, the Company had cash equivalents of approximately $77,000 and nil, respectively.

Accounts receivable, net

Accounts receivable are stated and carried at their original invoiced amount. Accounts are considered overdue after 180 days. In establishing the required allowance for doubtful accounts, management considers historical collection experience, age of the receivable, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after all means of collection have been exhausted and that the likelihood of collection is not probable. As of December 31, 2020 and 2019, there was $2,287,371 and nil allowance for doubtful accounts for accounts receivable, respectively.

Notes Receivable

Notes receivable consisted of bank acceptance notes of $2,041,550 and $230,303 received from the Company’s customers as of December 31, 2020 and 2019, respectively. These notes with three to six months maturity dates were issued by customers to pay their payable balances to the Company; and these notes were guaranteed by the banks.

Inventories

Deposits

Deposits consist of lease deposits. Management regularly reviews the age of these deposits and changes in payment trends and records an allowance when management believes collection of amounts due are at risk. Accounts considered uncollectible are written off against the allowance after exhaustive efforts at collection was made. As of December 31, 2020 and 2019, there was no allowance for doubtful accounts for deposits.

Value added tax

The Company is subject to value added tax (“VAT”) in the PRC. As of December 31, 2020 and 2019, the net VAT prepaid balance of approximately $99,000 and $460,000, respectively, is included in prepayments on the consolidated balance sheets. Revenues from domestic sales are presented net of applicable VAT. The Company is subject to VAT at the following rates:

	2020			2019
	January to December			January to March			April to December
VAT on sales (depending on types of products sold)		13	%		16	%		13	%

Property and Equipment

Property and equipment are stated at cost and consist of manufacturing equipment, transportation and office equipment and leasehold improvements. Equipment is depreciated over its estimated useful life and the related depreciation expense is computed using the straight-line method. Leasehold improvements are amortized over the lesser of their estimated useful lives or remaining lease terms, as appropriate.

F-9

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated useful lives are as follows:

		Useful life
Transportation equipment		4 years
Manufacturing equipment		10 years
Furniture and fixtures		5 years
Office equipment		3 years
Leasehold improvements		Lesser of useful life or remaining lease term

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the useful lives to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Intangible assets, net

The Company’s intangible assets with definite useful lives primarily consist of equipment management software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives of 3 years.

Impairment for long-lived assets

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the years ended December 31, 2020 and 2019, no impairment of long-lived assets was recognized.

Prepayments

Prepayments are mainly payments made to vendors or service providers for purchasing goods or services that have not been received or provided, including rent and utilities. These amounts are refundable and bear no interest. Prepayments are classified as either current or non-current based on the terms of the respective agreements. These prepayments are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2020 and 2019, the Company made no allowance for impairment.

Statutory reserves

The Company’s PRC entity and its VIE are required to make appropriations to certain non-distributable reserve funds.

In accordance with the Company Laws of the PRC, the Company’s entities registered as PRC domestic companies must take appropriations from its after-tax profit as determined under PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of after tax profits as determined under the PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the Company. Appropriation to the discretionary surplus fund is made at the discretion of the Company.

The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the off-setting of losses or increasing the capital of the respective entity. These reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial instruments

US GAAP, regarding fair value of financial instruments and related fair value measurements, defines fair value and establishes a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The three levels of the hierarchy are defined as follows:

Level 1: inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2: inputs include quoted prices, other than those in level 1, for the same in inactive markets or similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;

Level 3: inputs are unobservable.

Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

Contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

Revenue recognition

On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (ASC 606) using the modified retrospective method. The core principle underlying revenue recognition is that the Company recognizes its revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policies for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no material differences in the pattern of revenue recognition.

The Company derives its revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. Such revenues are recognized at a point in time after all performance obligations are satisfied and base., which is generally similar to when its delivery has occurred prior to January 1, 2018. Revenue is recognized net of returns. During the years ended December 31,2020 and 2019, total sales returned was approximately $5,000,000 and nil, respectively.

Segment information and geographic data

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280.

Leases

The Company accounts for all significant leases as either operating or capital. At lease inception, if the lease meets any of the following four criteria, the Company will classify it as a capital lease: (a) transfer of ownership to lessee at the end of the lease term, (b) has a bargain purchase option, (c) lease term is equal to 75% or more of the estimated economic life of the leased property, or (d) the present value of the minimum lease payments is 90% or more of the fair value of the leased asset. Otherwise, the lease will be treated as an operating lease. No capital leases exist as of December 31, 2020 and 2019.

Advertising costs

Advertising costs amounted to $3,062 and $24,353 for the years ended December 31, 2020 and 2019, respectively. Advertising costs are expensed as incurred and included in selling expenses.

Research and development

Research and development expenses include salaries and other compensation-related expenses for the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team.

Income taxes

The Company accounts for income taxes in accordance with US GAAP. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax assets and liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. The net deferred tax asset is reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. PRC tax returns filed for the years ended December 31, 2018 to 2020 are subject to examination by the applicable tax authorities.

Government Subsidies

Other income, net includes government subsidies which are amounts granted by local government authorities as an incentive for companies to promote industry development. The Company receives government subsidies related to government sponsored projects and records such government subsidies as a liability when it is received. The Company records government subsidies as other income when there are no further performance obligations. Total government subsidies, net of tax, amounted to $872,724 or $0.05 per share and $382,889 or $0.02 per share for the years ended December 31, 2020 and 2019, respectively.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign currency translation

The functional currencies of the Company are the local currency of the country in which the entities operate. The reporting currency of the Company is the United States Dollar (“USD”). The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies are translated at the historical rates of exchange at the time of the capital transactions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in shareholders’ equity.

The functional currency of Earntz Cayman is the USD. The functional currency of Earntz HK is the Hong Kong dollar (“HKD”). The Company’s subsidiaries with operations in the PRC use the local currency, Renminbi (“RMB”), as their functional currency. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.

For the purpose of presenting these consolidated financial statements of subsidiaries using the RMB as its functional currency, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, which is 6.5222 and 6.9857 to one USD as of December 31, 2020 and 2019, respectively; shareholders’ equity accounts are translated at historical rates, and income and expense items are translated at the average exchange rates during the period, which is 6.9016 and 6.9080 to one USD for the years ended December 31, 2020 and 2019, respectively.

For the purpose of presenting these consolidated financial statements of the subsidiary using the HKD as its functional currency, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, which is 7.7536 and 7.7894 to one USD as of December 31, 2020 and 2019, respectively; shareholders’ equity accounts are translated at historical rates, and income and expense items are translated at the average exchange rate during the period, which is 7.7560 and 7.8351 to one USD for the years ended December 31, 2020 and 2019, respectively.

Translation gains (losses) that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations. There were $192,372 and $17,341 foreign currency transaction losses for the years ended December 31, 2020 and 2019.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2020 and 2019, there were no dilutive shares.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustment resulting from the Company not using the USD as its functional currencies.

Employee benefits

Full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare programs, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans were approximately $11,867 and $23,671 for the years ended December 31, 2020 and 2019, respectively.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent accounting pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption assuming the Company will remain an emerging growth company at that date. Early adoption is permitted. In September 2017, the FASB issued ASU No. 2017-13, which to clarify effective dates that public business entities and other entities were required to adopt ASC Topic 842 for annual reporting. A public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for annual reporting periods beginning after December 15, 2020, and interim reporting periods within annual reporting periods beginning after December 15, 2021. ASU No. 2017-13 also amended that all components of a leveraged lease be recalculated from inception of the lease based on the revised after tax cash flows arising from the change in the tax law, including revised tax rates. The difference between the amounts originally recorded and the recalculated amounts must be included in income of the year in which the tax law is enacted. The Company has not early adopted this update and it will become effective on January 1, 2022 after FASB delayed the effective date for non-public companies with ASU 2020-05. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

In July 2017, the FASB Issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815). The amendments in Part I of the Update change the reclassification analysis of certain equity-lined financial instruments (or embedded features) with down round features. The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company has adopted this ASU on January 1, 2020 and the adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for (i) public business entities for periods for which financial statements have not yet been issued and (ii) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021. Early adoption was permitted, including adoption in an interim period. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements to Subtopic 205-10, presentation of financial statements”. The amendments in this Update improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the codification. That reduce the likelihood that the disclosure requirement would be missed. The amendments also clarify guidance so that an entity can apply the guidance more consistently. ASU 2020-10 is effective for the Company for annual and interim reporting periods beginning January 1, 2022. Early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date. The Company is currently evaluating the impact of this new standard on Company’s consolidated financial statements and related disclosures.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

Note 3 – Variable interest entity (“VIE”)

On July 9, 2021, Earntz WFOE entered into Contractual Arrangements with Shanghai Earntz. The significant terms of these Contractual Arrangements are summarized in “Note 1—Nature of business and organization” above. As a result, the Company classifies Shanghai Earntz as a VIE which should be consolidated based on the structure as described in Note 1.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Earntz WFOE is deemed to have a controlling financial interest and be the primary beneficiary of Shanghai Earntz because it has both of the following characteristics:

(1) The power to direct activities at Shanghai Earntz that most significantly impact such entity’s economic performance, and

(2) The right to receive benefits from Shanghai Earntz that could potentially be significant to such entity.

The Contractual Arrangements are designed so that Shanghai Earntz operates for the benefit of Earntz WFOE and ultimately, the Company.

Accordingly, the accounts of Shanghai Earntz are consolidated in the accompanying financial statements. In addition, its financial positions and results of operations are included in the Company’s financial statements. Under the VIE Arrangements, the Company has the power to direct activities of Shanghai Earntz and can have assets transferred out of Shanghai Earntz. Therefore, the Company considers that there is no asset in Shanghai Earntz that can be used only to settle obligations of Shanghai Earntz, except for registered capital and PRC statutory reserves, if any. As Shanghai Earntz is incorporated as a limited liability company under the Company Law of the PRC, creditors of the Shanghai Earntz do not have recourse to the general credit of the Company for any of the liabilities of Shanghai Earntz.

The carrying amount of the VIE’s consolidated assets and liabilities are as follows:

	December 31,		December 31,
	2020		2019

Current assets	$	19,140,463	$	5,359,226
Non-current assets		7,784,522		3,995,226
Total assets		26,924,985		9,354,452
Total liabilities		11,270,016		4,694,312
Net assets	$	15,654,969	$	4,660,140

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The summarized operating results of the VIE are as follows:

	Year Ended December 31,
	2020		2019

Sales	$	46,901,200	$	10,616,972
Cost of sales		21,293,262		8,854,404
Gross profit		25,607,938		1,762,568
Operating expenses		15,102,210		1,699,591
Income from operations		10,505,728		62,977
Other income, net		1,088,125		285,987
Provision for (benefit of) income taxes		1,515,449		(3,880	)
Net income	$	10,078,404	$	352,844

The summarized statements of cash flow of the VIE are as follows:

	Year Ended December 31,
	2020			2019

Net cash provided by operating activities	$	9,596,650		$	27,826
Net cash (used in) investing activities		(4,009,922	)		(364,383	)
Net cash (used in) provided by financing activities		(1,832,788	)		513,053
Effect of exchange rate changes on cash		247,073			(5,909	)
Net increase in cash		4,001,013			170,587
Cash, beginning		413,192			242,605
Cash, ending	$	4,414,205		$	413,192

Note 4 – Prepayments

Prepayments consisted of the following:

	December 31, 2020		December 31, 2019

Equipment and mold purchases	$	2,250,813	$	183,772
Raw material purchases		3,724,247		43,490
Rent and electricity		210,886		161,630
Software purchases		5,549		3,291
Commissions		15,330		2,862
Other services		200,926		15,647
VAT		99,629		460,882
Total	$	6,507,380	$	871,574

Note 5 – Inventory

Inventory consisted of the following:

	December 31, 2020		December 31, 2019

Raw materials	$	2,312,383	$	638,429
Finished goods		-		81,256
Total	$	2,312,383	$	719,685

There were no inventory write-downs recognized for the years ended December 31, 2020 and 2019.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 – Property and equipment, net

Property and equipment consisted of the following:

	December 31, 2020			December 31, 2019

Production equipment	$	7,825,285		$	4,139,245
Furniture and fixtures		59,068			11,765
Office equipment		355,577			290,437
Leasehold improvements		1,486,001			463,928
Transportation equipment		36,559			34,127
Total		9,762,490			4,939,502
Less: accumulated depreciation and amortization		(2,017,016	)		(1,018,213	)
Property and equipment, net	$	7,745,474		$	3,921,289

Depreciation and amortization expense for the years ended December 31, 2020 and 2019 were $875,474 and $587,309, respectively.

Note 7 – Intangible assets, net

Intangible assets consisted of the following:

	December 31, 2020			December 31, 2019

Software	$	58,572		$	-
Less: accumulated amortization		(19,524	)		-
Intangible assets, net	$	39,048		$	-

Amortization expense charged to operations for the years ended December 31, 2020 and 2019 was $18,454 and Nil, respectively.

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Short-term bank borrowings

Short-term bank borrowings consisted of the following:

		Interest			Collateral/	Date of	December 31,
Bank name	Term	rate			Guarantee	settlement	2020		2019
China Construction Bank - Shanghai Jinshan branch	From March 20, 2019 to March 19, 2020		4.36	%	Insured	April 16, 2020	$	-	$	572,400
Shanghai Rural Bank - Jinshan Branch	From April 25, 2019 to April 24, 2020		5.22	%	None	May 4, 2020		-		143,100
Shanghai Rural Bank - Jinshan Branch	From April 24, 2019 to April 23, 2020		5.22	%	None	May 4, 2020		-		572,400
China Construction Bank - Shanghai Jinshan branch	From February 20, 2020 to February 19, 2021		2.80	%	Guaranteed by Mr. Junjie Hu and Ms. Yanlun Lin	February 24, 2021		919,800		-
Bank of Communications- Shanghai Zhujing branch	From March 2, 2020 to March 2, 2021		4.10	%	Guaranteed by Mr. Junjie Hu	March 2, 2021		306,600		-
Bank of China - Shanghai Fengjing branch	From April 28, 2020 to April 27, 2021		3.35	%	See below*	March 2, 2021 to May 8, 2021		766,500		-
Shanghai Rural Bank - Jinshan Branch	From December 1, 2020 to November 30, 2021		3.60	%	None			306,600		-
Shanghai Rural Bank - Jinshan Branch	From December 10, 2020 to December 9, 2021		3.60	%	None			459,900		-
Total							$	2,759,400	$	1,287,900

*	85% guaranteed by Shanghai Small, Medium and Micro Enterprises Policy Financing Guarantee Fund Management Center

Interest expense for the years ended December 31, 2020 and 2019 was $67,174 and $75,425, respectively.

Note 9 – Related party balances and transactions

Related party balances

Advance from related parties consists of the following:

			December 31,
Name	Relationship	Nature	2020		2019
Junjie Hu	86.63% owner of Earntz Cayman and 75% owner of Shanghai Earntz	Advances for operations, no interest, due on demand	$	76,034	$	1,553,008
Xin Jia	Prior owner of Shanghai Earntz	Advances for operations, no interest, due on demand		-		753,735
Xing Zhang	25% owner of Shanghai Earntz	Advances for operations, no interest, due on demand		-		830,302
			$	76,034	$	3,137,045

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EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Guarantees

Guarantees made by related parties to the Company as of December 31, 2020 consists of the following:

				December 31,
Related Parties	Relationship	Bank name	Term	2020
Mr. Junjie Hu	86.63% owner of Earntz Cayman and 75% owner of Shanghai Earntz	China Construction Bank - Shanghai Jinshan branch	From February 20, 2020 to February 19, 2021	$	919,800
Ms. Yanlun Lin	Mr. Junjie Hu’s spouse
Mr. Junjie Hu	86.63% owner of Earntz Cayman and 75% owner of Shanghai Earntz	Bank of Communications- Shanghai Zhujing branch	From March 2, 2020 to March 2, 2021	$	306,600

Lease from related party

				Prepayment As of December 31,				Rent expense For the year ended December 31,
Name	Nature	Lease term	Payment	2020		2019		2020		2019
Xing Zhang’s father	Plant lease	January 1, 2019 to December 31, 2026	Annual rent $422,000; 5% increase in 2021 and 2024; paid quarterly	$	117,266	$	104,251	$	402,142	$	401,864

Note 10 – Income taxes

Cayman Islands

Earntz Cayman was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Earntz HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provision for the Hong Kong profits tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Earntz HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

The subsidiary and VIE incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provisions in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. Shanghai Earntz obtained the “high-tech enterprise” tax status in December 2019, which reduced its statutory income tax rate to 15% for the years ended December 31, 2019 to 2021. Tax savings for the years ended December 31, 2020 and 2019 amounted to $526,783 and nil, respectively. The preferential tax rate reduction increased earnings per share by $0.03 and nil for the years ended December 31, 2020 and 2019, respectively.

F-19

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Provision for (benefit of) income taxes consisted of:

	For the year ended December 31, 2020		For the year ended December 31, 2019

Current income tax expense	$	790,175	$	-
Deferred income tax expense (benefit)		725,274		(3,880	)
Provision for (benefit from) income taxes	$	1,515,449	$	(3,880	)

Significant components of net deferred tax assets and liabilities were as follows:

	December 31, 2020			December 31, 2019
Deferred tax assets
Accrued expenses	$	557,413		$	7,511
Allowance for doubtful accounts		343,106			-
Net operating loss carryforwards in China		-			78,208
Total deferred tax assets		900,519			85,719
Deferred tax liabilities
Depreciation		(645,473	)		(10,074	)
Timing difference on revenue recognition		(943,157	)		(1,708	)
Total deferred tax liabilities		(1,588,630	)		(11,782	)
Total net deferred tax (liability) asset	$	(688,111	)	$	73,937

The Company evaluates the recoverable amounts of deferred tax assets and provides a valuation allowance to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized. The Company considers both positive and negative factors when assessing the future realization of the deferred tax assets and applies weight to the relative impact of the evidence to the extent it could be objectively verified. Management believes projected future profits outweighs other factors and did not provide a valuation allowance for the deferred tax assets.

Reconciliation of the effective income tax rate is as follows:

	For the year ended December 31, 2020			For the year ended December 31, 2019

Tax at PRC statutory rate		25.0	%		25.0	%
Preferential tax rate reduction		(10.0	)%		(10.0	)%
Permanent differences*		0.0	%		3.7	%
Additional R&D deduction in China		(2.0	)%		(19.8	)%
Effective tax rate		13.0	%		(1.1	)%

*	Permanent differences primarily includes those expenses not fully deductible for tax purposes

F-20

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Taxes payable consisted of the following:

	December 31, 2020		December 31, 2019

Income taxes	$	282,944	$	-
Other taxes		1,840		343
Total	$	284,784	$	343

Note 11 – Stockholders’ equity

Ordinary shares

The Company has authorized 500,000,000 ordinary shares with a par value of $0.0001.

Capital contributions

For the year ended December 31, 2019, shareholders contributed $200,985 to the Company.

Statutory reserves

In accordance with the relevant PRC laws and regulations, the Company’s subsidiary and VIE in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Company’s subsidiary and VIE in the PRC are required to allocate at least 10% of their after-tax profits to a statutory reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the board of directors of each of entity in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations. The statutory reserves recorded by the Company’s subsidiaries in the PRC were $1,007,840 and $27,448 as of December 31, 2020 and 2019, respectively.

Restricted assets

As a result of these PRC laws and regulations and the requirement that distributions by the Company’s subsidiary and VIE in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the Company’s subsidiary and VIE in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and the statutory reserves of the Company’s subsidiary and VIE in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represents the amount of net assets of the Company’s subsidiaries in the PRC not available for distribution, was approximately $5,709,000 and $4,702,000 as of December 31, 2020 and 2019, respectively.

Note 12 – Commitments

Lease Commitments

The Company entered into leases for two plants and nine forklifts located in the PRC. The total future minimum lease payments under the non-cancellable operating leases as of December 31, 2020 are as follows:

Twelve months ending December 31,	Minimum lease payment

2021	$	538,000
2022		494,000
2023		469,000
2024		493,000
2025		493,000
Thereafter		493,000
Future minimum operating lease payments	$	1,089,000

Lease expense for the years ended December 31, 2020 and 2019 was approximately $471,000 and $432,000, respectively.

F-21

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 – Risks and Uncertainties

Foreign currency risk

A majority of the Company’s transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ and VIE assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). It is difficult to predict how market forces, PRC or U.S. government policies may impact the exchange rates between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

As a result, the Company is exposed to foreign exchange risk as revenues and results of operations may be affected by fluctuations in the exchange rate between the USD and RMB. If the RMB depreciates against the U.S. dollar, the value of RMB revenues, earnings and assets as expressed in USD financial statements will decline. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk.

Credit risk

The Company is exposed to credit risk from its cash in bank, cash equivalents, accounts receivable, other receivables, note receivables, and prepayments.

As of December 31, 2020, approximately $3,766,600 was on deposit with a bank located in the PRC subject to credit risk. In China, the insurance coverage of each bank is RMB 500,000 (approximately USD $73,000). Management believes that the credit risk on cash in bank and fixed deposits is limited because the counterparties are recognized financial institutions.

For the credit risk related to cash equivalents, accounts receivable, other receivables, notes receivable, and prepayments, the Company performs ongoing credit evaluations of its customers and vendors. Currently, no allowance was required for all periods presented.

Significant customers

For the year ended December 31, 2020, three customers accounted for 17.2%, 17.0% and 10.2% of the Company’s total revenues. For the year ended December 31, 2019, two customers accounted for 61.6%, and 16.6% of the Company’s total revenues.

As of December 31, 2020, two customers accounted for 21.8%, and 27.3% of accounts receivable. As of December 31, 2019, four customers accounted for 28.0%, 19.3%, 11.0%, and 10.2% of accounts receivable.

Vendor concentration risk

For the year ended December 31, 2020, two vendors accounted for 21.9%, and 20.0% of the Company’s total purchases. For the year ended December 31, 2019, three vendors accounted for 30.8%, 27.2% and 21.5% of the Company’s total purchases.

As of December 31, 2020, two vendors accounted for 51.8% and 45.4% of accounts payable. As of December 31, 2019, two vendors accounted for 59.8% and 39.5% of accounts payable.

COVID-19 Pandemic

In 2020, the COVID-19 pandemic caused our operations to substantially increase as the supply and demand of non-woven products, including masks, significantly increased worldwide. Unlike traditional businesses that are negatively affected by the coronavirus (COVID-19), our sales increased significantly during the pandemic as the demand for personal protective equipment (“PPE”) increased to an all-time high. However, there are still great uncertainties surrounding the future of COVID-19 and its variants like “Delta” and the market demand for PPE products and, accordingly, the related financial impact cannot be reasonably estimated at this time.

F-22

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14 – Segment information and revenue analysis

The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to each segment and evaluating their performances. The Company has one reporting segment. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company and hence the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting.

Disaggregated information of revenues by product types are as follows:

	Year Ended December 31,
	2020		2019
Non-woven fabric	$	14,106,240	$	10,383,810
Masks		32,427,165		-
Other		367,795		233,162
Total revenues	$	46,901,200	$	10,616,972

The Company’s operations are primarily based in the PRC, where the Company derives a substantial portion of their revenues. Disaggregated information of revenues by geographic locations are as follows:

	Year Ended December 31,
	2020		2019
Domestic PRC	$	31,136,804	$	10,616,972
International		15,764,396		-
Total revenues	$	46,901,200	$	10,616,972

Note 15 – Condensed financial information of the parent company

The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company. The subsidiaries did not pay any dividends to the parent for the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries and VIE under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries and VIE” and the income (loss) of the subsidiaries and VIE are presented as “share of income (loss) of subsidiaries and VIE.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required.

PARENT COMPANY BALANCE SHEETS

	December 31,		December 31,
	2020		2019

ASSETS
OTHER ASSETS
Investment in subsidiaries and VIE	$	15,654,969	$	4,660,140

Total assets	$	15,654,969	$	4,660,140

LIABILITIES AND EQUITY

LIABILITIES	$	-	$	-


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 17,500,000 shares issued and outstanding as of December 31, 2020 and 2019*		1,750		1,750
Additional paid-in capital		4,674,680		4,674,680
Retained earnings		9,162,593		243,574
Statutory reserves		1,186,833		27,448
Other comprehensive income (loss)		629,113		(287,312	)
Total equity		15,654,969		4,660,140

Total liabilities and stockholders’ equity	$	15,654,969	$	4,660,140

*	Shares are presented on a retroactive basis to reflect the recapitalization on July 9, 2021.

F-23

EARNTZ HEALTHCARE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARENT COMPANY STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME (LOSS)

	For the years ended December 31,
	2020		2019

EQUITY INCOME OF SUBSIDIARIES AND VIE	$	10,078,404	$	352,844

COSTS AND EXPENSES
General and Administrative expenses		-		-
Total costs and expenses		-		-

INCOME BEFORE INCOME TAXES		10,078,404		352,844

INCOME FROM OPERATIONS		10,078,404		352,844

PROVISION FOR INCOME TAXES		-		-

NET INCOME		10,078,404		352,844

FOREIGN CURRENCY TRANSLATION ADJUSTMENT		916,425		(78,135	)
COMPREHENSIVE INCOME	$	10,994,829	$	274,709

PARENT COMPANY STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	10,078,404		$	352,844
Adjustments to reconcile net income to cash used in operating activities:
Equity income of subsidiaries and VIEs		(10,078,404	)		(352,844	)

Net cash used in operating activities		-			-

CHANGES IN CASH		-			-

CASH, beginning of year		-			-

CASH, end of year	$	-		$	-

Note 16 – Subsequent events

On March 12, 2021, Earntz Cayman was established under the laws of the Cayman Islands.

On March 25, 2021, Earntz HK was established under the laws of Hongkong.

On July 7, 2021, Earntz WOFE was established under the laws of the PRC.

On July 9, 2021, Earntz WOFE entered into a series of VIE Agreements with the shareholders of Shanghai Earntz. These agreements include: 1) an Exclusive Consulting and Services Agreement; 2) an Equity Interest Pledge Agreement, 3) an Exclusive Option Agreement; 4) Powers of Attorney and 5) Spousal Consent Letters. Pursuant to these agreements, Earntz WOFE has the exclusive rights to provide consulting services to Shanghai Earntz related to the business operation and management of Shanghai Earntz. For such services, Shanghai Earntz agrees to pay an annual service fee in the amount of audited net income of such year. Such contractual arrangements are designed so that the operations of Shanghai Earntz are solely for the benefit of Earntz WOFE and ultimately, the Company. (See Note 1)

During the six months ended June 30, 2021, the Company generated unaudited sales of approximately $9,453,000. The reason for the material decrease of our revenue compared to the same period in 2020 was due to COVID-19 generally contained in China and there was a significant decline in face mask demand and selling price, resulting in a sharp decline in face mask revenue in the first half of 2021. For the second half of the year, with the emergence of new COVID-19 variants and the start of flu season, we expect the market demand to increase at a moderate rate. However, we expect PPE to represent a relatively smaller percentage in our revenues in the long-term and we intend to allocate more resources and time to sanitary products including adult diapers and feminine hygiene pads.

F-24

[ ] Ordinary Shares

Earntz Healthcare Products, Inc.

Until ●, 2021 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[ ]

The date of this prospectus is ●, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. Indemnification of Directors and Officers

We are a Cayman Islands exempted company with limited liability. Cayman Islands law does not limit the extent to which a company’s articles of association 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 articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own willful negligence or default.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. Recent Sales of Unregistered Securities

During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in these issuances of securities.

Upon our incorporation on March 8, 2021, we issued 17,500,000 ordinary shares to three shareholders in connection with the incorporation of the Company, among which 1 share was issued to our registered agent, who transferred the share to Aslan Global Ltd. a company wholly owned by Mr. Junjie Hu our Chairman and Chief Executive Officer, on the same day.

II-1

ITEM 8. Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed as part of this registration statement:

Exhibit No.		Exhibit Title
1.1		Form of Underwriting Agreement*
3.1		Certificate of Incorporation**
3.2		Memorandum of Association*
3.3		Articles of Association*
4.1		Form of Underwriter’s Warrant*
4.2		Specimen Certificate for Ordinary Shares*
5.1		Opinion of Maples and Calder (Hong Kong) LLP as to the legality of the Ordinary Shares being registered and certain Cayman Islands tax matters*
8.1		Opinion of King & Capital Law Firm regarding PRC legal matters*
10.1		Exclusive Consulting and Services Agreement, by and between Shanghai Earn and Earn Management Consulting Co., Ltd. and Shanghai Earntz Nonwoven Co., Ltd. dated July 9, 2021**
10.2		Equity Interest Pledge Agreement, by and among Junjie Hu, Xin Zhang, Shanghai Earn and Earn Management Consulting Co., Ltd. and Shanghai Earntz Nonwoven Co., Ltd. dated July 9, 2021**
10.3		Exclusive Option Agreement, by and among Junjie Hu, Xin Zhang, Shanghai Earn and Earn Management Consulting Co., Ltd. and Shanghai Earntz Nonwoven Co., Ltd. dated July 9, 2021**
10.4		Powers of Attorney, by shareholders of Shanghai Earntz Nonwoven Co., Ltd, dated July 9, 2021**
10.5		Spousal Consent granted by the spouse of Junjie Hu dated July 9, 2021**
10.6		Spousal Consent granted by the spouse of Xing Zhang dated July 9, 2021**
10.7		Employment Agreement by and between Junjie Hu and the Company dated September 14, 2021*
10.8		Employment Agreement by and between Xing Zhang and the Company dated September 14, 2021*
10.9		Form of Indemnification Agreement by between the Company and its directors and executive officers*
10.10		Form of Director Agreement by and between the Company and independent directors*
21.1		List of subsidiaries of the Registrant*
23.1		Consent of Wei, Wei & Co., LLP **
23.2		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)*
23.3		Consent of King & Capital Law Firm (included in Exhibit 8.1)*
23.5		Consent of CEVSN Information Consulting Co., Ltd *
24.1		Power of Attorney (included on the signature page of this Registration Statement)
99.1		Code of Business Conduct and Ethics*

*	To be filed by amendment

**	Filed herewith

(b)	Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

II-2

ITEM 9. Undertakings

The undersigned registrant hereby undertakes that:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)” at the start of any delayed offering or throughout a continuous offering.

(5) (ii) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-3

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Shanghai, on [ ], 2021.

	Earntz Healthcare Products, Inc.

	By:	/s/
	Name:	Junjie Hu
	Title:	Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/	Chief Executive Officer and Director	[ ], 2021
Junjie Hu	(Principal Executive Officer)

/s/	Chief Financial Officer and Director	[ ], 2021
Xing Zhang	(Principal Financial Officer and Principal Accounting Officer)


/s/	Director	[ ], 2021
Yixiao Wang

/s/	Director	[ ], 2021
Heng Zhang

/s/	Director	[ ], 2021
Hao Song

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Earntz Healthcare Products, Inc. has signed this registration statement on the [ ] day of [ ], 2021.

	Authorized U.S. Representative COGENCY GLOBAL INC.

	/s/
	Name: Colleen A. DeVries
	Title: Senior Vice President

II-6

EX-3.1 2 filename2.htm

Exhibit 3.1

EX-10.1 3 filename3.htm

Exhibit 10.1

EXCLUSIVE CONSULTING AND SERVICES AGREEMENT

This Exclusive Consulting and Services Agreement (the “Agreement”) is entered into as of July 9, 2021 in Shanghai by and between the following parties:

Party A: Shanghai Earn and Earn Management Consulting Co., Ltd.

Address: Room 1064, Floor 5, Building #5, 6488 Tingwei Road, Jingshan District, Shanghai

Party B: Shanghai Earntz Nonwoven Co., Ltd.

Address: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai

WHEREAS:

(1) Party A, a wholly foreign-owned enterprise registered in the People’s Republic of China (the “PRC”) under the laws of the PRC, provides consulting and services as part of its permitted business in the PRC.

(2) Party B is a limited liability company registered in the PRC, and is licensed by the competent governmental authorities to carry on the business of research & development, manufacture, operation and sale of nonwoven and related products.

(3) Party A agrees to provide Party B with technical and management consulting and services and Party B agrees to accept such technical and management consulting and services.

NOW THEREFORE, the parties through mutual negotiations agree as follows:

Technical and Management Consulting and Services; Exclusivity

1.1 During the term of this Agreement, the Party A agrees to, as the exclusive provider of the technical and management consulting and services to the Party B, provide technical and management consulting and services as further specified in Appendix 1 hereto to Party B.

1.2 Party B hereby agrees to accept the technical and management consulting and services to be provided by the Party A. Party B further agrees that, during the term of this Agreement, technical and management consulting and services shall be exclusively sourced by it from Party A and it shall not engage any third party to provide technical and management consulting and services the same as, similar to or comparable to or may replace the technical and management consulting and services for such business without the prior written consent of Party A.

1.3 Party A shall be the sole and exclusive owner of all rights, title and interests to any and all intellectual property rights arising from the provision of technical and management consulting and services under this Agreement, including, without limitation, any copyrights, patent, know-how, trade secrets and otherwise, whether developed by Party A or as improvements or derivatives resulting from Party A’s intellectual property becoming known to, possessed under or developed by Party B.

Page 1 of 11

Service Fee and Payment

2.1 Party B shall pay an annual service fee to Party A in the equivalent amount of Party B’s audited total amount of net income of such year (the “Service Fee”). If Party B’s annual net income is zero or negative, Party B is not required to pay the annual Service Fee.

2.2 Party A agrees that, during the term of this Agreement, Party A shall enjoy all economic benefits of, and bear all risks or losses arising from, the business operation of Party B; to ensure that Party B could meet its daily operating cash flow requirements and/or for the purpose of offsetting any operating loss incurred, regardless of Party B’s actual occurrence of such operating losses, Party A may in its full discretion to provide financial support to Party B (to the extent permitted under PRC laws and regulations), and Party A may provide financial support to Part B in the form of loans, and they shall enter into independent loan agreements in relation to such loans; in the event that Party B incurs any operating loss or experiences significant operation difficulties, Party A is entitled to request Party B to cease its operations at any time, and Party B shall unconditionally accept the request of Party A.

2.3 In the event that Party B fails to pay the Service Fee and other expenses in accordance with this Agreement, Party B shall additionally pay liquidated damage in an amount representing 0.05% late payment per day to Party A.

2.4 If at its own expense, Party A is entitled to appoint its employees or other certified accountants or auditors in PRC or other countries (the “Authorized Representative of Party A”) to examine Party B’s accounts to review the calculation method and the amount of the Service Fee. For this purpose, Party B shall provide the Authorized Representative of Party A with all requested documents, accounts, records, data, and etc., so that the Authorized Representative of Party A can audit Party B’s accounts and determine the amount of the Service Fee, and Party B consent to the disclosure of such information and materials by Party A’s shareholders to the satisfaction of the requirements of securities regulations. Except for material mistakes, the amount of the Service Fee shall be the amount as determined by the Authorized Representative of Party A.

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2.5 Party A and Party B hereby confirm that, the aforementioned Service Fee only includes the compensation that Party A shall be paid for the provision of Consultancy and Services. Party B shall bear all travel expenses, transportation expenses, postage and all expenses in relation to the engagement of the certified accountants or auditors.

2.6 Party B shall make payment of the Service Fee to Party A without any deduction (such as bank commissions and etc.), and Party B shall bear all such deductions.

2.7 Both Parties agree that, the services provided by Party A under this Agreement to Party B shall also be applicable to the subsidiaries controlled by Party B, and Party B shall procure each of its controlled subsidiaries to exercise rights and perform obligations in accordance with this Agreement.

2.8 Party A and Party B agree that both parties will jointly bear all economic losses incurred as a result of the performance of this Agreement.

2.9 Party B’s relevant shareholders will pledge their equity interests in Party B to Party A to secure all Service Fee, liquidated damages, actual expenses and indemnifications payable by Party B under this Agreement.

Obligations to Refrain from Acts

Commencing from the signing date of this Agreement, unless obtained the written consent of Party A or its designated party, Party B shall not, and shall procure and ensure any of its subsidiaries not to conduct any of the following activities:

3.1 Any business not in the ordinary course of the company (“Business of the Company”) or not consistent with the former practice of the company or conducted in an informal way;

3.2 Any increase or decrease of registered capital of the company, any alternation on the structure of the company’s registered capital in other manners, any adjustment in relation to the business scope of the company or any amendments of the articles of association of the company;

3.3 Any change in the ordinary business procedure of the company, or any material amendment on the internal regulations and policies;

3.4 Any material adjustment with respect to its business models, marketing strategies, management policies or customer relationships;

3.5 Any contractual arrangements with any third parties with the purpose of controlling the company;

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3.6 Any consolidation, merger, acquisition, joint venture or other forms of joint operation on the Business of the Company;

3.7 Any capital expenditure other than in the ordinary course of business of the company;

3.8 Execution of material contracts other than in the ordinary course of business of the company;

3.9 Dissolution or liquidation of the company;

3.10 Adoption or change of any business plan or annual budget of the company;

3.11 Causing the company to bear any debt other than in the ordinary course of business of the company;

3.12 Deferring any company’s due debt to third parties ;

3.13 Inheriting or providing guarantee for any debt other than in the ordinary course of business of the company;

3.14 Providing guarantees to any third party with its assets or intellectual properties, or creating any other encumbrances on the company’s assets or interests;

3.15 Sale, transfer, pledge, permission or disposition of the any assets in other forms (including without limitation, any kinds of tangible assets, intellectual properties and other assets or relevant rights on the assets, such as copyrights, patents, patent applications, trademarks, software, technology secrets, business secrets or other rights) (other than in the ordinary course of business of the company), the business or the lawful rights to the revenue;

3.16 Any external investment;

3.17 Distribution of the profits and dividends in any form;

3.18 Any material change on the accounting policy of the company, or

3.19 Any engagement or change of the company’s auditor.

Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1 Party A is a company duly registered and validly existing under the laws of the PRC;

4.1.2 Party A has full right, power, authority and capacity and all consents and approvals of any other third party or government necessary to execute and perform this Agreement, which shall not conflict with any enforceable and effective laws or contracts binding on or applicable to Party A;

4.1.3 Once the Agreement has been duly executed by both parties, it will constitute a legal, valid and binding obligation of Party A enforceable against it in accordance with its terms.

4.2 Party B hereby represents and warrants as follows:

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4.2.1 Party B is a limited liability company duly registered and validly existing under the laws of the PRC.

4.2.2 Party B has full right, power, authority and capacity and all consents and approvals of any other third party or government necessary to execute and perform this Agreement, which shall not conflict with any enforceable and effective laws or contracts binding on or applicable to Party B.

4.2.3 Once the Agreement has been duly executed by both parties, it will constitute a legal, valid and binding obligation of Party B enforceable against it in accordance with its terms.

Operation Management and Personnel Arrangement

5.1 Party B agrees to accept suggestions of Party A in relation to employment, dismissal of the company’s staff, daily operation and management of the company and financial management of the company, as well as to implement the above suggestions strictly.

5.2 To the extent of not violating PRC laws and regulations, Party B and/or any of its subsidiaries shall elect candidates recommend by Party A as the company’s directors/executive directors and senior managements (including the general manager, chief financial officer and other senior managements). Unless with the prior written consent from Party A or required by laws, Party B and/or any of its subsidiaries shall not refuse to elect Party A’s recommended candidates with any reasons.

5.3 Commencing from the execution date of this Agreement, unless with the prior consent from Party A or its designated parties, Party B shall not, and shall procure and ensure any of its subsidiaries not to engage, dismiss any director/ executive director or any senior management of the company, or amend conditions with regard to appointment/engagement of directors/executive directors or senior managements of the company.

Intellectual Property

6.1 Any intellectual properties developed during the performance of this Agreement, including without limitation, copyrights, patent rights, technical secrets, business secrets and any other intellectual properties, shall be owned by Party A, despite that such intellectual properties developed by Party A independently or by Party B based on Party A’s intellectual properties or by Party A based on Party B’s intellectual properties. The licensing of such intellectual properties shall be determined by both parties after negotiation.

6.2 In the event that the development of the intellectual properties is carried out by Party A based on Party B’s intellectual properties, Party B shall ensure that such intellectual properties are free from any defect, and in the event that Party A suffers any loss due to the aforementioned defects, Party B shall bear such losses. If Party A becomes liable for compensation to any third party consequently, then Party A is entitled to recovery

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Confidentiality

7.1 Within the term of this Agreement, all customer information (the “Customer Information”) and other related materials in connection with Party B’s Business and Services provided by Party A shall be owned by Party A.

7.2 Notwithstanding the termination of this Agreement, the Parties shall be obliged to keep in strict confidence the trade secrets and proprietary information of the other Party acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any non-public information of the other Party (collectively, the “Confidential Information”). The receiving party of the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third parties unless it obtains prior written consent of the other Party, or required by relevant laws and regulations or requirements of relevant stock exchange. The Receiving Party may not use, directly or indirectly, such Confidential Information or any part thereof for purposes other than performing its obligations under this Agreement.

7.3 The following information shall not constitute Confidential Information:

7.3.1 any information which, as shown by written evidence, has previously been known to the Receiving Party;

7.3.2 any information which enters the public domain not due to the fault of the Receiving Party or is known by the public for other reasons; or

7.3.3 any information lawfully acquired by the Receiving Party from another source subsequent to the receipt of relevant information.

7.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals it retains, but shall secure that the above persons should be bound by this Agreement, keep the Confidential Information confidential, and use such Confidential Information solely for the purpose of performing this Agreement.

7.5 Upon termination of this Agreement, the Receiving Party of the Confidential Information shall return any and all documents, information or software containing any such Confidential Information to the original owner or provider of such Confidential Information; or with prior consent of the original owner or provider, destroy and delete all of such Confidential Information from any electronic device, and cease to use it in all circumstances.

7.6 The Parties agree that this Article shall survive the amendment, expiration or termination of this Agreement.

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Indemnification

8.1 During the valid term of this Agreement, Party B shall indemnify and keep Party A harmless from any and all losses Party A suffers or may suffers and pay the Service Fee in connection with all completed Services if Party B terminates this Agreement in advance without a course. Unless otherwise set forth in this Agreement, if Party B fails to fulfill its obligations under this Agreement whether in part or in full and does not correct it within 30 days of receipt of Party B’s notice or has made untrue representation or warranty under this Agreement, it is in breach of this Agreement.

8.2 If a Party breaches any representation, warranty or undertaking set forth herein, the innocent Party can send a notice in written to request a correction and take measures to promptly avoid the loss and continuously perform this Agreement within 30 days of the notice. In the occurrence of the loss, the default Party shall indemnify the innocent Party harmless from any and all losses and security its interests under this Agreement.

8.3 The default Party shall indemnify the innocent Party harmless from any and all costs, expenses or losses (including but not limited to the loss of profits of the Company) in connection with an event of default. The amount of indemnification shall equal the losses incurred to the innocent Party including the loss of reasonably expected profits but shall not exceed reasonable expectation of both Parties.

8.4 In the event that Party B does not follow Party A’s instruction, or misuse Party A’s intellectual property or does not follow proper procedures, Party B shall take full responsibilities (for any and all losses). Party B shall promptly notify Party A and assist Party A in any action if it discovers a third party is using Party A’s intellectual property without authority or license.

8.5 Each Party shall be responsible for its own default as set forth in this Agreement in the event that both Parties breach the contract.

8.6 Party A agrees that it shall indemnify and keep Party B harmless from any and all losses Party B suffers or may suffer as the result of the execution and performance hereof and of Party A’s Business, including but not limited to any loss arising from any litigation, repayment pursuit, arbitration, claims lodged in connection with the Party A’s performance of the Service in accordance with the terms of this Agreement; provided that losses due to Party B’s willful or gross fault shall be excluded from such indemnification.

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Effective Date and Term

This Agreement shall be executed and come into effect as of the date first set forth above (the “Effective Date”) and remain to be effective indefinitely unless early terminated as set forth in the Termination Section of this Agreement.

10.

Termination

10.1 Early Termination

This Agreement shall terminate automatically after Party A and/or other civil parties designated by the Party A have fully exercised their rights to acquire all (direct and indirect) Party B shareholders’ equity interests in Party B in accordance with the Exclusive Option Agreement entered into by Party A and Party B on the date of execution of the Agreement. Party A may terminate the Agreement unilaterally by serving a thirty (30) days’ prior notice. Unless otherwise provided by law, in no case shall Party B have the right to unilaterally terminate or rescind the Agreement.

10.2 Survival.

Articles 7 and 8 shall survive after the termination or expiration of this Agreement.

11.

Dispute Resolution

Any dispute arising from, out of or in connection with this Agreement shall be settled through amicable negotiations between the parties. If the dispute cannot be settled through negotiations, the dispute shall, upon the request of either Party with notice to the other Party, be submitted to arbitration in Shanghai, PRC, under the auspices of Shanghai International Economic and Trade Arbitration Commission. The place of arbitration shall be in Shanghai. The language of the arbitration shall be in Chinese. The arbitration award shall be final and binding on all parties.

12.

Force Majeure

12.1 Force Majeure shall refer to any event that is beyond the party’s reasonable control and cannot be prevented with reasonable care, including acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning or war. However, any shortage of credit, capital or finance shall not be regarded as an event beyond the control of a party. The party affected by Force Majeure shall notify the other party about the release without delay.

12.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only to the extent within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure. After the event of Force Majeure is removed, both parties agree to use their best efforts to resume performance of this Agreement.

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13.

Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, facsimile transmission, or by mail (registered or certified mail, postage prepaid, return receipt requested) or by any courier service, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses or to such other address as the party to whom notice is given may have previously furnished to the other parties hereto in writing in the manner set forth above:

Party A: Room 1064, Floor 5, Building #5, 6488 Tingwei Road, Jingshan District, Shanghai

Party B: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai

14.

No Assignment

Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto.

15.

Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and such provision will be fully severable and be void only under jurisdiction and scope of the applicable laws, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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16.

Amendment and Supplement

Any amendment and supplement of this Agreement shall come into force only after a written agreement is signed by both parties. The amendment and supplement duly executed by both parties shall be part of this Agreement and shall have the same legal effect as this Agreement.

17.

Governing Law

This Agreement shall be governed by and construed in accordance with PRC laws.

IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

Party A: Shanghai Earn and Earn Management Consulting Co., Ltd.

Authorized Representative:

Party B: Shanghai Earntz Nonwoven Co., Ltd.

Authorized Representative:

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Appendix 1: The list of Technical Consulting and Services

Party A shall provide the following technical consulting and services to Party B:

Enterprise Management and Training;

Technology Research and Development of Nonwoven, PPE and related products;

Manufacturing process and method of Nonwoven, PPE and related products; an

The Sale and marketing of Nonwoven, PPE and related products; and

Other related services as reasonably requested by Party B.

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EX-10.2 4 filename4.htm

Exhibit 10.2

Equity Interest Pledge Agreement

This Equity Interest Pledge Agreement (“Agreement”) is made and entered into by and among the following Parties in Shanghai, the People’s Republic of China (“PRC”) on July 9, 2021:

Pledgor 1: Mr. Junjie Hu

PRC ID Number: [xxxxx]

Pledgor 2: Mr. Xin Zhang

PRC ID Number: [xxxxx]

(Pledgor 1 and Pledgor 2 are hereinafter collectively referred to as “Pledgors”)

Pledgee: Shanghai Earn and Earn Management Consulting Co., Ltd.

Address: Room 1064, Floor 5, Building #5, 6488 Tingwei Road, Jingshan District, Shanghai

Target Company: Shanghai Earntz Nonwoven Co., Ltd.

Address: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai.

Each of the Pledgee, Pledgors and Target Company shall hereinafter be referred to as a “Party,” and collectively as the “Parties.”

WHEREAS,

1. The Target Company is a limited liability company duly incorporated and validly existing in Shanghai under the PRC laws;

2. As of the execution date of this Agreement, Pledgors hold 100% of equity interests in the Target Company in aggregate, of which, Pledgor 1 holds 75% of equity interests in the Target Company, representing RMB15,000,000 in the registered capital of the Target Company; and Pledgor 2 holds 25% of equity interests in the Target Company, representing RMB5,000,000 in the registered capital of the Target Company;

3. The Pledgee is a wholly foreign-owned enterprise duly incorporated and validly existing in Shanghai, PRC;

4. The Pledgee and the Target Company have entered into an Exclusive Consulting and Services Agreement on July 9, 2021. (See Schedule I the “Master Agreement”);

5. Pursuant to the Master Agreement, the Pledgee is entitled to collect service fees from the Target Company; and

6. To ensure the Target Company’s fulfillment of all obligations under the Master Agreement, Pledgors are willing to pledge all of their current and future equity interests in the Target Company according to the terms and conditions of this Agreement to the Pledgee to secure its performance under the Master Agreement, and the Pledgee has agreed to accept such pledge.

THEREFORE, the Parties hereby mutually agree to execute this Agreement upon the following terms:

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1. “Pledged Equity Interest” means 100% of the equity interests in the Target Company lawfully now held and hereafter acquired by Pledgors, and all rights and benefits in connection therewith (including without limitation to dividends from the Pledged Equity).

1.2. “Secured Indebtedness” means the Target Company’s obligations or indebtedness under the Master Agreement (including any renewal, amendments or supplements thereto), including without limitation to, the consulting service fees, content provision fees, development and maintenance fees, interests, liquidated damages, indemnifications, expenses incurred for the realization of creditors’ rights, losses suffered by the Pledgee as a result of the Target Company’s default and all other expenses payable by the Target Company to the Pledgee under the Master Agreement.

1.3. “Contractual Obligations” means all the obligations of the Pledgors under the Master Agreement, the Exclusive Option Agreement signed by the Parties on July 9, 2021, and this Agreement.

1.4. “Event of Default” means any circumstances as set forth in Section 8 of this Agreement.

1.5. “Notice of Default” means the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default.

2. Equity Pledge

2.1. To secure the timely and complete payment when due (whether at stated maturity, by acceleration or otherwise) of any and all of the payments due by the Target Company under the Master Agreement, including without limitation to consulting and services fees payable to the Pledgee under the Master Agreement (regardless whether the payment is due as a result of the payment date, the requirement of advance payment, or other reasons), Pledgors hereby pledge to Pledgee the security interest in all of Pledgor’s interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of the Target Company.

2.2. Pledge means the right held by the Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Pledged Equity Interest.

2.3. During the term of this Agreement, the Pledgee shall not be liable for any loss in the value of the Pledged Equity Interest, nor shall Pledgors have any right to request or otherwise request the Pledgee in any method to indemnify for such loss, unless such loss is caused by the Pledgee’s willful misconduct or gross negligence.

2.4. In accordance with the Section 2.3 of this Agreement, in the event of any possible apparent loss in the value of the Pledged Equity Interest that is sufficient to threaten the relevant interests of the Pledgee, the Pledgee is entitled to at any time auction or sell the Pledged Equity Interest on behalf of the Pledgors, and treat the proceeds as advance repayment to the secured indebtedness under the agreement with the Pledgors, or appoint the notary office where the Pledgee located to keep the proceeds (any expenses arising therefrom shall be borne by the Pledgors).

2.5. The Parties agree that once the value of the equity interests increases, including but not limited to, as a result of the Target Company’s purchase of equity interests in other companies or the acquisition of material assets, when the Pledgee exercises the Pledge, the Pledgee will be compensated on a preferential basis with the price of the Pledged Equity Interest at the time of exercise, instead of at the time of the execution of this Agreement.

2.6. The Pledgee shall be entitled to receive all cash earnings such as dividends and bonuses and all non-cash earnings or other distributable benefits generated by the Pledged Equity Interest from the execution date of this Agreement to the termination date of the Pledge. From the execution date of this Agreement to the termination date of the Pledge, if Pledgors receive any dividends or bonuses generated by the Pledged Equity Interest, the Pledgors shall pay such dividend or bonus to the Pledgee as of the date of receipt.

3. Term of the Pledge

3.1. The Pledge shall become effective as of the date when the Pledge herein is registered with the administrations of industry and commerce, which will remain effective until the termination date or early termination of the Master Agreement, and when all payments due to the Pledgee under the Master Agreement have been settled or the Pledgee has realized its Pledge in accordance with the provisions of this Agreement (“Term of the Pledge”).

3.2. During the Term of the Pledge, in the event that the Target Company fails to make payments due to the Pledgee pursuant to the provisions of the Master Agreement, the Pledgee shall have the right, but without any obligation, to exercise or dispose of the Pledge in accordance with this Agreement and relevant PRC laws and regulations.

4. Registration of the Pledge

4.1. The Parties agree that, Pledgors and the Target Company shall register the Pledge in the register of members of the Target Company as of the execution date of this Agreement and submit an application to the administrations of industry and commerce for the registration of the pledge contemplated herein within 20 business days following the execution of this Agreement; in addition, Pledgors and the Target Company shall submit all necessary documents and go through all necessary formalities in accordance with PRC laws and regulations and requirements of competent administrations of industry and commerce.

4.2. Where there is a change in the record of the Pledge and an amendment to such record is required under PRC laws, the Pledgee and Pledgors shall complete the amendment of the register of members as well as corresponding filling procedures with competent administrations of industry and commerce within 20 business days as of the date of change.

5. Custody of Records for the Pledged Equity Interest

5.1. During the Term of the Pledge provided in this Agreement, Pledgors shall procure the Target Company to execute the register of member, and deliver the duly executed register of members to the Pledgee, and the Pledgee shall take custody of such documents during the Term of the Pledge.

5.2. Pledgors shall deliver the pledge registration certificate issued by the administration for industry and commerce within 5 business days from the registration of the Pledge, the Pledgee shall take custody of such documents during the Term of the Pledge provided in this Agreement.

6. Representations and Warranties of Pledgors

6.1. Pledgors are PRC natural persons with full capacity for civil conducts, and are entitled to execute this Agreement and exercise rights and perform obligations herein.

6.2. The execution and performance of this Agreement are based on the Pledgors’ true expression of intention, the Pledgors have already obtained all necessary lawful authorizations, and all obligations borne by the Pledgors under this Agreement are lawful, effective and enforceable.

6.3. The execution and performance of this Agreement shall not be in violation of or in contradiction with the articles of associations of the Target Company, internal regulations of the Target Company, any agreements between the Target Company and any third party and relevant PRC laws and regulations, the approvals, authorizations, consents, permissions of competent PRC government authorities or PRC courts’ decisions or verdicts.

6.4. Pledgors are the sole legal owner of the Pledged Equity Interest, and shall have the right to set the first priority to the Pledgee on the Pledged Equity Interest.

6.5. Except for the equity purchase right granted under this Agreement and the Exclusive Option Agreement executed by and among Pledgors, the Pledgee and the Target Company dated as of July 9, 2021, Pledgors have not created any other pledge or any other form of third-party rights on their equity interests.

6.6. The Pledged Equity Interest is free of any dispute of ownership, seizure, freezing, detention or supervision by any third party pursuant to the laws, and is not exempted by any litigations, enforcements, compulsory measures or other legal proceedings.

6.7. Pledgors are not involved in any existing or potential event of default under this Agreement, and there is no such risk to the best of Pledgors’ knowledge. There are no existing or continuously existing event of default under any contract to which the Pledgors are parties that may materially adversely affect the Pledgors, and there is no such risk to the best of Pledgors’ knowledge.

6.8. Pledgors have complied with and performed all relevant obligations provided in applicable PRC laws and regulations, and complied with all applicable authorizations and permissions. No conduct of Pledgors is in violation of any relevant PRC laws, regulations or rules or may cause material adverse effects to the validity, effectiveness, performance or enforceability of this Agreement.

6.9. To the best knowledge of Pledgors, no legal or administrative proceeding has been initiated by any courts, arbitral tribunals or governmental authorities against Pledgors or the Pledged Equity Interest, and there is no such risk to the best of Pledgors’ knowledge.

6.10. All information (including documents, materials, statements and certificates) disclosed by Pledgors to the Pledgee is true, complete, accurate, effective and reasonable, without any false or misleading information, or neglecting to disclose any material matters.

7. Covenant of Pledgors

7.1. Within the term of this Agreement, Pledgors hereby covenant to the Pledgee that:

7.1.1 Except for the performance of Exclusive Option Agreement and this Agreement, Pledgors shall not create any other security interests on all or a portion of the equity interests (regardless of any priority to the Pledge under this Agreement), without the prior written consent of the Pledgee, for the purpose of this Agreement, “Security Interest” means, including but not limited to, mortgages, pledges or other forms of third- party rights or interests, any equity purchase rights, acquisition rights, right of first refusal, right of set-off, liens or other security arrangements;

7.1.2 Without the prior written consent of the Pledgee, Pledgors shall not sell, lease, lend, transfer, assign, gift, re-pledge, custody, invest by the Pledged Equity Interest or otherwise dispose of all or part of the Pledged Equity Interest;

7.1.3 Pledgors shall not by themselves or allow others to make use of the Pledged Equity Interest to engage in any conduct or event in violation of PRC laws and regulations or this Agreement; and

7.1.4 Upon the receipt of any notice, order, verdict, judgment or other document issued by any PRC governmental authorities, judicial or arbitral authorities in connection with the Pledged Equity Interest, Pledgors shall immediately notify the Pledgee, and take all necessary measures to mitigate the risks against the Pledge Equity arising from such notice, order or other documents within the term stipulated by the law. Whenever the Pledgee determines to be necessary, Pledgors shall initiate lawsuits, arbitrations or administrative proceedings in relation to such notice, order or other documents and bear relevant expenses.

7.2. Pledgors hereby further agree that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or impaired by Pledgors or any heirs or representatives of Pledgors or any other persons through any legal proceeding.

7.3. To protect or perfect the security interests granted by this Agreement, Pledgors hereby undertake to execute in good faith, to cause other parties who have an interest in the pledge to execute all certificates, deeds, and/or to perform and cause other parties who have an interest in the pledge to perform actions required by the Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, to enter into all relevant documents regarding ownership of Equity Interest with the Pledgee or designee(s) of the Pledgee (natural persons/legal persons), and to provide the Pledgee within a reasonable time with all notices, orders and decisions regarding the pledge that are required by pledge. To protect the interests of Pledgee, Pledgors hereby undertake to obey and perform all promises, covenants, agreements, representations and conditions. In the event that Pledgors fail to perform or fully perform promises, covenants, agreements, representations and conditions, Pledgors shall compensate the Pledgee for all losses incurred therefrom.

8. Event of Default

8.1. The following events shall be deemed as an event of default:

8.1.1 The Target Company fails to timely and fully perform any of its obligations under the Master Agreement, or fails to pay any secured indebtedness in full on schedule;

8.1.2 Any representation or warranty made by Pledgors under Section 6 of this Agreement is false, fraudulent, misleading or wrong;

8.1.3 Pledgors violate any covenant under Section 7 of this Agreement;

8.1.4 Pledgors refuse or deliberately delay to carry out the procedures of registration and filling, and fail to correct within 10 days from the Pledgee’s written request;

8.1.5 In accordance with laws and due to the fault of Pledgors (including omissions of acts), the Pledgee cannot dispose of the Pledge;

8.1.6 Any external loan, guarantee, indemnification, commitment or other debt repayment obligation of Pledgors (1) is required to be repaid or performed in advance due to breach of contract; or (2) is due but cannot be repaid or performed on time, which causes the Pledgee to reasonably believe Pledgors’ capacity to perform obligations herein has been substantially and adversely affected;

8.1.7 Due to the promulgation of relevant laws and regulations and the fault of Pledgors (including omission of acts), this Agreement becomes invalid, revocable, unenforceable or Pledgors cannot timely and fully perform obligations herein respectively;

8.1.8 Due to the fault of Pledgors (including omission of acts), any consent, permission, approval, registration or authorization required for the enforceability or legality or effectiveness of this agreement is revoked, suspended, becomes invalid or incurs substantially adverse change;

8.1.9 There are material adverse changes to the assets held by Pledgors, which causes the Pledgee to reasonably believe Pledgors’ capacity to perform obligations herein has been substantially and adversely affected;

8.1.10 The successors of the Target Company can only partially perform or refuse to perform the payment obligations under the Master Agreement; and

8.1.11 Pledgors violate any other provisions under this Agreement.

8.2. In the event that Pledgors notice or shall notice the occurrence of any circumstance or event that may lead to the aforementioned circumstances described in Section 8.1 of this Agreement, Pledgors shall notify Pledgee in writing accordingly in a timely manner.

8.3. Unless an Event of Default set forth in this Section 8.1 has been remedied at the request of the Pledgee within twenty (20) days upon receipt of the notice of the Pledgee to the Pledgors and/or the Target Company requesting the rectification of such Event of Default, the Pledgee may issue a Notice of Default to the Pledgors in writing at any time thereafter, requesting the exercise of the Pledge in accordance with Section 9 hereof.

8.4. The default clause set forth in this Section 8 shall not prejudice the exercise of any other remedies enjoyed by both Parties in accordance with PRC laws and regulations effective on the date hereof.

9. Exercise of the Pledge

9.1. The Pledgee shall issue a Notice of Default to the Pledgors for the exercise of the Pledge.

9.2. Subject to the provisions of Section 8.3, the Pledgee may exercise its right to dispose of the Pledge at any time after the issuance of the Notice of Default in accordance with Section 9.1. Upon the Pledgee’s exercise of its right to dispose of the Pledge, the Pledgors shall no longer own any right and interest in respect of the Pledged Equity Interest.

9.3. Upon the issuance of the Notice of Default in accordance with Section 9.1, the Pledgee is entitled to exercise all the remedies, rights and powers available to it under the PRC laws and this Agreement, including without limitation to converse, auction or sell the Pledged Equity Interest for prior satisfaction of indebtedness. The Pledgee shall not be held liable for any losses arising from its reasonable exercise of such rights and powers.

9.4. The proceeds received by the Pledgee as a result of the exercise of the Pledge shall be first applied towards payment of the taxes and expenses payable in connection with the disposal of the Pledged Equity Interest and the performance of the Contractual Obligations and the repayment of the Secured Indebtedness to the Pledgee. Any remaining balance after the deduction of the foregoing payments, if any, shall be returned to the Pledgors or any other person who is entitled to such balance under applicable laws and regulations, or be deposited with the notary public at the place where the Pledgee is located, any costs incurred arising out of such deposit shall be borne by the Pledgors.

9.5. The Pledgee shall be entitled to elect to exercise, simultaneously or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to converse, auction or sell the Pledged Equity Interest hereunder.

9.6. The Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf the Pledge, and neither the Pledgors nor the Target Company shall object thereto.

9.7. When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgors and the Target Company shall provide necessary assistance to the Pledgee for its exercise of the Pledge.

10. Assignment

10.1. Without the Pledgee’s prior written consent, Pledgors shall not assign or delegate all or part of their rights and obligations under this Agreement to any third party.

10.2. This Agreement shall be binding on Pledgors and their successors and shall be binding on the Pledgee and each of its successors and assignees.

10.3. At any time, the Pledgee may assign all or a portion of its rights and obligations under the Master Agreement to its designee(s) (natural person or legal person), in which case the assignees shall have the rights and bear the obligations of the Pledgee under this Agreement, and Pledgors shall not raise any objection to such assignment.

10.4. In the event of a change in the Pledgee due to assignment, new parties to the pledge shall execute a new pledge agreement in the same format and with the same material terms as this Agreement, and Pledgors shall assist the new pledgee to execute relevant pledge agreements and complete the pledge registration.

11. Termination

This Agreement shall terminate upon the expiration or termination in advance of the Master Agreement with the service fees and all obligations under the Master Agreement have been fully paid and fulfilled, and the Target Company no longer bears any obligations under the Master Agreement, or upon the transfer of the equity interests in the Target Company from Pledgors to the Pledgee and/or its designee(s) pursuant to the Exclusive Option Agreement. The Pledgee shall deregister the Pledge under this Agreement as soon as reasonably practicable.

12. Handling Fees and Other Expenses

12.1. All fees relating to this Agreement, including but not limited to, legal fees, costs of production, stamp tax and any other taxes and fees, shall be borne by Pledgors and the Pledgee respectively pursuant to PRC laws and regulations, and Pledgors shall bear those fees not stipulated under PRC regulations.

12.2. In the event that Pledgors fail to pay any due taxes and fees, or for other reasons, the Pledgee shall be entitled to take all feasible remedial measures and all fees arising therefrom (including but not limited to, taxes fees, handling fees, management fees, litigation fees, legal fees and insurance fees) shall be borne by Pledgors.

13. Force Majeure

13.1. A “Force Majeure Event” means an event beyond the reasonable control of a Party, which the affected Party is unable to avoid even with reasonable attention, including but not limited to, governmental act, fire, explosion, geographical change, storm, flood, earthquake, tidal wave, lightening, and war. However, the shortage of credit, capital and financing shall not be deemed as a Force Majeure Event. The Party affected by Force Majeure Event and seeking to be exempted from the obligations under this Agreement or any provisions of this Agreement shall notify the other Party about this exemption as soon as possible and take required steps to complete the performance.

13.2. In the event that the performance of this Agreement is delayed or impeded as a result of Force Majeure Events, the party affected by the Force Majeure Event shall not bear any liability for it under this Agreement, on the condition that the affected Party shall make all reasonable and feasible efforts to perform this Agreement or to mitigate the effects of force majeure, to the extent of the obligations delayed and impeded. Once the cause of such exemption has been rectified and remedied, all Parties agree to make their best endeavor to resume the performance of this Agreement.

14. Dispute Resolution

14.1. This Agreement shall be governed and construed by PRC laws and regulations.

14.2. Any dispute arising out of the interpretation and performance of this Agreement, shall be resolved through friendly negotiation among the Parties. If the dispute is not resolved through negotiation, either Party can submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai. The arbitral awards shall be final and binding upon the Parties thereto.

14.3. Upon the request of either Party to the dispute, the court of competent jurisdiction can grant temporary reliefs, such as seizing or freezing the assets or the equity interests of the Party in breach in accordance with decisions or verdicts. After the arbitral award takes effect, any Party is entitled to apply to a court of competent jurisdiction for enforcement of such award.

15. Notice

Any notice or other correspondence sent pursuant to this Agreement shall be written in Chinese and when the notice is delivered personally or by registered mail, postage prepaid, a reputable courier service or by facsimile transmission to the address of the relevant Party or each Party set forth below, the notice shall be deemed to be effectively delivered.

Pledgee: Shanghai Earn and Earn Management Consulting Co., Ltd.

Address: Room 1064, Floor 5, Building #5, 6488 Tingwei Road, Jingshan District, Shanghai.

Pledgors: Junjie Hu, Xin Zhang

Address: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai.

Target Company: Shanghai Earntz Nonwoven Co., Ltd.

Address：88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai.

16. Amendment, Termination and Interpretation

16.1. This Agreement may be amended, supplemented or terminated with the written consents from each Party and after each Party respectively obtaining necessary authorizations and approvals; and the attachments, appendices and any amendments and supplements thereof under this Agreement shall be an integral part of this Agreement.

16.2. The validity of all provisions set forth herein is independent to each other, and if any provision of the Agreement become invalid, the validity of the remaining provisions shall not in any way be affected.

17. Waiver

The Pledgee’s failure to exercise or delayed exercise of any rights, remedies, powers or privileges hereunder shall not be deemed to be waiver of such rights, remedies, powers or privileges. The Pledgee’s single or partial exercise of any rights, remedies, powers or privileges shall not exclude its exercise of any other rights, remedies, powers or privileges. The rights, remedies, powers and privileges hereunder are cumulative and in addition to any other rights, remedies, powers and privileges under any law.

18. Effectiveness and Miscellaneous

18.1. This Agreement shall come into effect upon execution by the Parties as of the date first above written.

18.2. This Agreement is written in Chinese in five copies. Each Party shall hold one copy respectively and the remaining copies shall be used for pledge registrations.

Pledgor-1: Mr. Junjie Hu Signature: /s/ Junlie Hu

Pledgor-2: Mr. Xin Zhang Signature: /s/ Xin Zhang

Pledgee: Shanghai Earn and Earn Management Consulting Co., Ltd. (seal)

Authorized Representative: /s/ Shanghai Earn and Earn Management Consulting Co., Ltd

Target Company: Shanghai Earntz Nonwoven Co., Ltd. (seal)

Authorized Representative: /s/ Shanghai Earntz Nonwoven Co., Ltd

Schedule I: Exclusive Consulting and Services Agreement

EX-10.3 5 filename5.htm

Exhibit 10.3

Exclusive Option Agreement

This Exclusive Option Agreement (the “Agreement”) is entered into on July 9, 2021, by and among the following Parties:

All the shareholders listed in Schedule A, of which the information see Schedule A. (All the shareholders listed in Schedule A separately and collectively referred to as the “Existing Shareholders”);

Shanghai Earn and Earn Management Consulting Co., Ltd. (the “WFOE”) Registered address: Room 1064, Floor 5, Building #5, 6488 Tingwei Road, Jingshan District, Shanghai.

Shanghai Earntz Nonwoven Co., Ltd. (the “Company”) Registered address: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai.

(In this Agreement, each Party shall be referred to as a “Party” respectively or as the “Parties” collectively.)

Whereas:

(1)

The Existing Shareholders currently are registered shareholders of the Company, lawfully and legally holding all the equity of the Company. As of the date of this Agreement, the amount of contribution of each Existing Shareholder in the registered capital is shown in Schedule A.

(2)

The Existing Shareholders intends to transfer all the equity to the WFOE and/or any other entity or individual designated by the WFOE without prejudice to the PRC law, and the WFOE intends to accept such transfer.

(3)

The Company intends to transfer its assets to the WFOE and/or any other entity or individual designated by the WFOE without prejudice to the PRC law, and the WFOE intends to accept such assets.

(4)

The Existing Shareholders and the Company agree to irrevocably grant the exclusive Equity Call Option and Assets Call Option to the WFOE in order to complete the equity and assets transfer mentioned above. Without prejudice to the PRC law and according to the Equity Call Option and Assets Call Option, the Existing Shareholders or the Company shall transfer the Option Equity Interest and the Company Assets (defined as follows) to the WFOE and/or any other entity or individual designated by the WFOE according to this Agreement at the request of the WFOE.

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(5)

The Company agrees that the Existing Shareholders grant the Equity Call Option to the WFOE pursuant to this Agreement.

(6)

The Existing Shareholders agree that the Company grants Assets Call Option to the WFOE pursuant to this Agreement.

Therefore, the Parties hereby agree as follows upon mutual negotiations:

1. Definition

1.1 Unless otherwise required in the context, the following terms in this Agreement shall have the following meanings:

1.1.1 “PRC Law” means the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the PRC (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region).

1.1.2 “Equity Call Option” means the option to purchase the equity interests in the Company granted by the Existing Shareholders to the WFOE pursuant to the terms and conditions of this Agreement.

1.1.3 “Assets Call Option” means the option to purchase any assets of the Company granted by the Company to the WFOE pursuant to the terms and conditions of this Agreement.

1.1.4 “Option Equity Interest” means, in respect of each Existing Shareholder, the equity interest owned by him or her (including the additional equity interest obtained by him or her due to capital increase, share transfer or any other reasons) in the Registered Capital (defined as follows) of the Company, and in respect of all the Existing Shareholders, the 100% equity interests in the Registered Capital of the Company.

1.1.5 “Registered Capital of the Company” means the registered capital of the Company as of the signing date of this Agreement, i.e., RMB20,000,000, and includes any increased registered capital within the term of this Agreement.

1.1.6 “Target Equity Interests” means the equity interests which the WFOE or its designated entity or individual is entitled to purchase from all Existing Shareholders or any Existing Shareholder at the request of the WFOE upon its exercise of the Equity Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the Option Equity Interest and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

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1.1.7 “Target Assets” means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

1.1.8 “Exercise” means the exercise of the Equity Call Option or Assets Call Option by the WFOE.

1.1.9 “Transfer Price” means the aggregate consideration payable to the Existing Shareholders or the Company by the WFOE or its designated entity or individual for the Target Equity Interests or the Target Assets in each Exercise.

1.1.10 “Operating Licenses” means any approvals, permits, filings or registrations which are necessary for the lawful and effective operation by the Company of all its businesses, including without limitation to the Business License and other relevant licenses and permits as required by the then effective PRC Law.

1.1.11 “Company Assets” means all the tangible and intangible assets which the Company owns or is entitled to use within the term of this Agreement, including without limitation to any fixed assets, moveable assets and intellectual property, including trademarks, copyrights, patents, proprietary technology, domain names and software use rights, etc.

1.1.12 “Material Agreement” means any agreement to which the Company is a the WFOEnd which has material impact on the businesses or the assets of the Company, including without limitation to the Exclusive Consulting and Services Agreement entered into by and between the Company and the WFOE and other material agreements relating to the business of the Company.

1.1.13 “Purchase Rights” means the rights to purchase equity or assets under the Equity Call Option or Assets Call Option.

1.2 Any PRC Law referred to herein shall:

1.2.1 include the amendments, changes, supplements and reenactments thereto, irrespective of whether they take effect before or after the execution of this Agreement; and

1.2.2 include the references to other decisions, notices or regulations enacted in accordance therewith or which become effective as a result thereof.

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2. Grant of Equity Call Option and Assets Call Option

2.1 The Existing Shareholders hereby severally and jointly agree to irrevocably and unconditionally grant an exclusive Equity Call Option to the WFOE, according to which the WFOE may, to the extent permitted under the PRC Law and subject to the terms and conditions of this Agreement, request the Existing Shareholders to transfer the Option Equity Interest to the WFOE or its designated entity or individual. The WFOE agrees to accept such Equity Call Option.

2.2 The Company hereby agrees to the grant of the Equity Call Option to the WFOE by the Existing Shareholders under Section 2.1 and other provisions of this Agreement.

2.3 The Company hereby agrees to irrevocably and unconditionally grant an exclusive Assets Call Option to the WFOE, according to which the WFOE may, to the extent permitted under the PRC Law and subject to the terms and conditions of this Agreement, request the Company to transfer all or any of the Company Assets to the WFOE or its designated entity or individual. The WFOE agrees to accept such Assets Call Option.

2.4 The Existing Shareholders hereby severally and jointly agree to the grant of the Assets Call Option to the WFOE by the Company under Section 2.3 and other provisions of this Agreement.

3. Exercise of Options

3.1 Subject to the terms and conditions of this Agreement and to the extent permitted under the PRC Law, the WFOE shall have the sole discretion in deciding the schedule, manner and times of its Exercise; The WFOE is entitled to request the Existing Shareholders to transfer all or part of the equity interests or assets in the Company to the WFOE or its designated entity or individual at any time.

3.2 Each of Existing Shareholders and the Company hereby warrants to the WFOE respectively that, once the WFOE is allowed to directly hold the Company’s equity interests while the Company is allowed to continue the operation of its current business under the current PRC laws and regulations, the WFOE is entitled to exercise the Purchase Rights under this Agreement immediately.

3.3 For each exercise of the Equity Purchase Right by the WFOE:

3.3.1 Existing Shareholders shall, at the request of the WFOE, promptly adopt shareholders’ resolutions to approve the transfer of equity interests to the WFOE and/or its designee(s), and/or issue a written statement certifying its consent to waive any right of first refusal under the PRC laws and regulations and agreements among relevant shareholders;

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3.3.2 Existing Shareholders shall execute an equity interests transfer agreement with the WFOE and/or its designee(s) in accordance with this Agreement;

3.3.3 The relevant Parties shall execute all other necessary agreements or documents, obtain all necessary government approvals and permits, and take all necessary actions to transfer the valid ownership of the Target Equity Interests to the WFOE and/or its designee(s), taking free of any security interests, and cause the WFOE and/or its designee(s) to become the registered owner(s) of the Target Equity Interests.

3.3.4 Existing Shareholders and the Company shall take all necessary actions to ensure that the transfer of Target Equity Interests is undisturbed in substance or in procedure. Neither Existing Shareholders nor The Company shall impose any impediments or restrictions on the transfer of the Target Assets unless otherwise specified herein;

3.3.5 Existing Shareholders shall procure the Company to adopt shareholders’ resolutions to approve the equity interests transfer by exercising the Equity Purchase Right and the amendment of the articles of association of the Company;

3.3.6 Existing Shareholders shall, together with the WFOE and/or the WFOE’s designee(s), and all of the then other shareholders of the Company, procure and assist the Company to make registration filings to reflect the change with the relevant registration authorities; and

3.3.7 Existing Shareholders shall handle other necessary matters to accomplish the Equity Purchase Right.

3.4 For each exercise of the Asset Purchase Right by the WFOE:

3.4.1 The Company shall, at the request of the WFOE, promptly adopt shareholders’ resolutions to approve the transfer of its assets to the WFOE and/or its designee(s); and Existing Shareholders shall, at the request of the WFOE, vote for such transfer of assets to the WFOE and/or its designee(s) in the Company’s internal decision procedures;

3.4.2 The Company shall enter into an asset transfer agreement with the WFOE and/or its designee(s) in accordance with this Agreement;

3.4.3 The relevant Parties shall execute all other necessary agreements or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer valid ownership of the Target Assets to the WFOE and/or its designee(s), taking free of any Security Interests, and cause the WFOE and/or its designee(s) to become the registered owner(s) of the Target Assets (if necessary); and

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3.4.4 Existing Shareholders and the Company shall take all necessary actions to ensure the transfer of Target Assets undisturbed in substance or in procedure. Neither Existing Shareholders nor the Company shall impose any impediments or restrictions on the transfer of the Target Assets unless otherwise specified herein.

4. Transfer Price

4.1 In respect of the Equity Call Option, in each Exercise, the Transfer Price that WFOE or its designated entity or individual shall pay to the respective Existing Shareholders shall be the amount in proportion to their respective contributions to the Registered Capital of the Company.

4.2 In respect of the Assets Call Option, in each Exercise, WFOE or its designated entity or individual shall pay the Company the net book value of the relevant assets.

4.3 If relevant PRC Law then applicable to the WFOE’s Exercise of Equity Call Option or Assets Call Option requires to make assess evaluation of the equity or assets to be transferred or makes restrictions on the transfer price of the equity or assets to be transferred, WFOE, the Existing Shareholders and the Company agree that the transfer price shall be the lowest price permitted by the PRC Law. If the lowest price permitted by the PRC Law is higher than the corresponding capital contribution of the transfer equity and/or the net book value of the purchased assets, the Existing Shareholders and/or the Company shall pay all the remaining of the excess amount to WFOE after deducting all the taxes and fees required by the applicable PRC Law.

5. Representations and Warranties

5.1 The Existing Shareholders hereby severally and not jointly represent and warrant as follows, except for the disclosure of Schedule A:

5.1.1 If the Existing Shareholder is a natural person, he/she is a PRC citizen with full capacity, having full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an independent legal subject of litigation. If the Existing Shareholder is not a natural person, it is a legal entity validly established and lawfully existing under the laws of the PRC, having full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an independent legal subject of litigation.

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5.1.2 Each of the Existing Shareholders has full power and authority to execute, deliver and perform this Agreement and all the other documents to be entered into by them which are related to the transaction contemplated hereunder, as well as to consummate the transaction hereunder.

5.1.3 This Agreement is duly and lawfully executed and delivered by the Existing Shareholders and shall constitute legal, valid and binding obligations to them, which shall be enforceable against them in accordance with the terms herein.

5.1.4 The Existing Shareholders are the registered legal owners of the Option Equity Interest as of the date hereof, and the Option Equity Interest is free and clear of any liens, pledges, claims, other encumbrances or third-party interests, except for the pledge rights created by the Equity Interest Pledge Agreements dated July 9, 2021 among the Company, the WFOE and the respective Existing Shareholders. Pursuant to this Agreement, the WFOE and/or its designated entity or individual can, upon the Exercise, obtain ownership of the Target Equity Interests free and clear of any liens, pledges, claims, other encumbrances or third party right.

5.2 The Company hereby represents and warrants as follows:

5.2.1 The Company is a limited liability company duly registered and validly existing under PRC Law with an independent corporate legal person status. The Company has full and independent legal status and legal capacity to execute, deliver and perform this Agreement and can act as an independent party in any lawsuits.

5.2.2 The Company has full power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated herein which are to be executed by it, and it has full power and authority to consummate the transaction contemplated herein.

5.2.3 This Agreement is duly and lawfully executed and delivered by the Company and shall constitute legal, valid and binding obligations to it.

5.2.4 The Company Assets are free and clear of any liens, mortgages, claims, other encumbrances or third-party rights. Pursuant to this Agreement, upon the Exercise, the WFOE and/or any of its designated entity or individual is/are entitled to the good ownership of the Company Assets free from any liens, mortgages, claims, any other security interests and third-party rights.

5.2.5 The Existing Shareholders are the registered legal owners of the Option Equity Interest as of the date hereof, aggregately holding 100% equity of the Company. The Option Equity Interest is free and clear of any liens, pledges, claims, other encumbrances or third-party interests, except for the pledge rights created by the Equity Interest Pledge Agreements dated July 9, 2021 among the Company, the WFOE and the respective Existing Shareholders. Pursuant to this Agreement, the WFOE and/or its designated entity or individual can, upon the Exercise, obtain ownership of the Target Equity Interests free and clear of any liens, pledges, claims, other encumbrances or third party right.

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5.3 The WFOE hereby represents and warrants as follows:

5.3.1 It is a wholly foreign-owned enterprise duly incorporated and validly existing under PRC Law with an independent legal person status, and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement and can act as an independent party in any lawsuits.

5.3.2 It has full power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated herein which are to be executed to it, and it has full power and authority to consummate the transaction contemplated herein.

5.3.3 This Agreement is duly and lawfully executed and delivered by WFOE and shall constitute legal, valid and binding obligations to it.

6. Undertakings by the Existing Shareholders

Each of Existing Shareholders hereby severally and not jointly undertakes as follows:

6.1 During the term of this Agreement, without prior written consent of the WFOE, each of Existing Shareholders:

6.1.1 Shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances or third-party interests upon any Option Equity Interest.

6.1.2 Shall not increase or reduce the Registered Capital of the Company, or cause or agree to the merger of the Company with any other entities;

6.1.3 Shall not dispose of, or procure the management of the Company to dispose of, any material Company Assets or create any encumbrances or third-party interests upon any Company Assets;

6.1.4 Shall not, and shall procure the management of the Company not to, terminate any Material Agreement to which the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements;

6.1.5 Shall not procure the Company to declare or distribute any distributable profits, dividends or other distributions;

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6.1.6 Shall not vote in favor of the Company’s termination, liquidation or dissolution;

6.2 During the term of this Agreement, each of the Existing Shareholders shall not engage in any actions or omissions which may affect the validity of the Operating Licenses.

7. Undertakings by the Company

The Company undertakes as follows:

7.1 In the event the execution and performance of this Agreement and the grant of the Equity Call Option or the Assets Call Option hereunder is subject to any third party’s consents, approvals, waivers, licenses, or any approvals, permits, waivers, registrations or filings from or with governmental authorities (as required by the laws), the Company shall make efforts to assist in the above procedure.

7.2 Without prior written consent of the WFOE, the Company shall not assist or permit the Existing Shareholders to transfer or dispose of any Option Equity Interest or create any encumbrances or other third-party interest upon the Option Equity Interest.

7.3 Without prior written consent of the WFOE, the Company shall not transfer or otherwise dispose of any material Company Assets or create any encumbrances or other third-party interest upon any Company Assets.

7.4 It shall not take or allow any acts or actions which could have adverse effect upon the interests of the WFOE under this Agreement, including without limitation to any acts or actions as restricted under Clause 6.1 hereof.

8. Confidentiality

8.1 Notwithstanding the termination of this Agreement, each Party shall keep confidential all of the business secrets, proprietary information, customer information as well as any other information of confidential nature it receives from the other Parties in connection with the execution and performance of this Agreement (collectively referred to as the “Confidential Information”). Without prior written consent of the disclosing party of the Confidential Information or unless required by relevant laws and regulations or requirements of the stock exchange on which a Party’s affiliate is listed, any Party receiving the Confidential Information shall not disclose any such Confidential Information to any other third party, or use any such Confidential Information directly or indirectly for any purpose other than for the performance of this Agreement.

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8.2 The following information shall not constitute the Confidential Information:

8.2.1 Any information which, as shown by written evidence, has previously been known to the receiving Existing Shareholdersy way of legal means;

8.2.2 Any information which enters the public domain other than as a result of a fault of the receiving Party; or

8.2.3 Any information lawfully acquired by the receiving Party from another source subsequent to the receipt of relevant information.

8.3 The receiving party may disclose Confidential Information to its relevant employees, agents or professionals engaged by it, provided that such receiving party shall ensure that the aforesaid persons are subject to the terms and conditions of this Agreement and the receiving party shall be liable for any liabilities arising from breach of the terms and conditions hereof by the aforesaid persons.

8.4 Notwithstanding any other provisions herein, the validity of this Clause 8 shall survive the termination of this Agreement.

9. Term of This Agreement

This Agreement shall become effective as of the date of the execution by the Parties. This Agreement is the final agreement reached between the Parties on the exclusive option and relevant issues which shall supersedes any and all prior consultations, negotiations or discussions, representations, memorandum, agreements or other documents (including without limitation the Exclusive Option Agreement executed by and among the Company, the WFOE and the existing shareholders on July 9, 2021). In case of any conflict, contradiction or inconsistency, this Agreement shall prevail. This Agreement shall remain valid until all of the Option Equity Interest and the Company Assets have been lawfully transferred to the WFOE and/or its designated entity or individual in accordance with the provisions hereof.

10. Notice

10.1 Any notice, request, demand and other correspondences as required by or made in accordance with this Agreement shall be delivered to the relevant Party in writing.

10.2 The above notice or other correspondences shall be deemed to have been delivered upon delivery when it is transmitted by facsimile or telex, or upon handed over to the receiver when it is delivered in person, or on the fifth (5) day after posting when it is delivered by mail, or on the date of receipt by the recipient if by express delivery.

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However, if the notice is returned due to the fault of the served party or the refusal of the served party to sign for it, the date on which the notice is returned shall be deemed as service. In case of simultaneous delivery in any of the above forms, the earliest deemed time of delivery shall prevail.

11. Default Liabilities

11.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches any provision hereunder, or fails to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following:

11.1.1 if the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party to indemnify the damages. For the avoidance of doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or Company;

11.1.2 if the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law.

11.2 Notwithstanding any other provisions herein, the effectiveness of this Clause shall survive the suspension or termination of this Agreement.

12. Governing Laws and Dispute Resolutions

12.1 The execution, effectiveness, interpretation, performance and dispute resolution of this Agreement shall be governed by the PRC laws.

12.2 Any dispute in connection with this Agreement or arising out of the performance of this Agreement, shall be resolved in first instance through friendly negotiations among the Parties. If the dispute is not resolved through negotiations within 60 days after the delivery of a written notice by one party in relation to the dispute, any The Companyan submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai. The arbitral awards shall be final and binding on all Parties.

Page 11 of 16

12.3 During the proceeding of arbitration, except for the matters under dispute, the Parties shall continue their performance of obligations under this Agreement. The arbitrators shall have the right to make appropriate awards based on the actual circumstances and give the WFOE appropriate legal remedies, including restrictions on the business operations of Existing Shareholders and/or the Company, restrictions, prohibitions or enforced transfer or disposition of the equity interests or assets of Existing Shareholders and/or the Company, and liquidation of Existing Shareholders and/or the Company.

12.4 Upon the request of either Party to the dispute, the court of competent jurisdiction can grant temporary reliefs, such as seizing or freezing the assets of the defaulting Existing Shareholdersased on judicial decisions or verdicts. After the arbitral award takes effect, any Party is entitled to apply to a court of competent jurisdiction for enforcement of such awards.

13. Miscellaneous Provisions

13.1 Any rights, powers and remedies entitled to any Existing Shareholdersy any provision herein shall not preclude any other rights, powers and remedies entitled to such Party in accordance with laws and other provisions under this Agreement, and a Party’s exercise of any of its rights, powers and remedies shall not preclude its exercise of other rights, powers and remedies.

13.2 No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder or in accordance with laws (the “Rights”) shall be construed as a waiver of such Rights, and the waiver of any single or partial exercise of the Rights shall not preclude its exercise of such Rights in any other way or its exercise of other Rights.

13.3 The headings of the sections herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.

13.4 Each provision contained herein shall be severable and independent from other provisions. If at any time one or several provisions herein shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of other provisions herein shall not be affected thereby.

13.5 This Agreement, upon its execution, supersedes any other legal documents executed by the Parties with respect to the same subject hereof. Any amendments or supplements to this Agreement shall be in writing and shall become effective upon duly execution by the Parties hereto.

Page 12 of 16

13.6 No Party shall assign any of its rights and/or obligations hereunder to any third parties without prior written consent from other Parties.

13.7 This Agreement shall be binding on the legal transferees or successors of the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Signature of Existing Shareholders 1: Junjie Hu: /s/ Junjie Hu

Signature of Existing Shareholders 2: Xin Zhang: /s/ Junjie Hu

WFOE: Shanghai Earn and Earn Management Consulting Co., Ltd.

Authorized Representative: /s/ Shanghai Earn and Earn Management Consulting Co., Ltd.

The Company: Shanghai Earntz Nonwoven Co., Ltd.

Authorized Representative: /s/ Shanghai Earntz Nonwoven Co., Ltd.

Page 13 of 16

Schedule A

Basic information of the Company

Company Name: Shanghai Earntz Nonwoven Co., Ltd.

Registered Address: 88 Jiangong Road, Building #3, Fengjin, Jingshan District, Shanghai.

Registered Capital: RMB 20,000,000Yuan

Legal Representative: Junjie Hu

Shareholding Structure:

#	Shareholder’s Name		Registered Capital(RMB)		Shareholding Percentage
1		Junjie Hu		15,000,000		75	%
2		Xin Zhang		5,000,000		25	%

Page 14 of 16

Schedule B

Form of the Exercise Notice

To: [name of Each of Shareholders]

In view of the Exclusive Option Agreement dated as of July 9, 2021 (the “Option Agreement”) entered into by and among the undersigned, the Company and [name of Each of Shareholders], pursuant to which you shall, upon request by us and to the extent permitted by the PRC laws and regulations, transfer the assets of the Company to us or any third party designated by us.

Therefore, we hereby issue this notice to you as follows:

We hereby request the exercise of the Assets Call Option under the Option Agreement and that the equity you have in the Company (the “Proposed Transferred Assets”) be transferred to us/ [name of company/individual] designated by us. You are required to promptly transfer all the Proposed Transferred Assets to us/ [name of the designated company/individual] upon receipt of this notice in accordance with the terms of the Option Agreement.

Yours faithfully,

Shanghai Earn and Earn Management Consulting Co., Ltd.

(Company seal)

Authorized Representative: /s/ Shanghai Earn and Earn Management Consulting Co., Ltd.

Date:

Page 15 of 16

Schedule C

Form of the Exercise Notice

To: Shanghai Earntz Nonwoven Co., Ltd.

In view of the Exclusive Option Agreement dated as of July 9, 2021 (the “Option Agreement”) entered into by and among the undersigned, your company and all the shareholders of your company at that time, pursuant to which the Company shall, upon request by us and to the extent permitted by the PRC laws and regulations, transfer the assets of the Company to us or any third party designated by us.

Therefore, we hereby issue this notice to your company as follows:

We hereby request the exercise of the Assets Call Option under the Option Agreement and that the assets of the Company as list in the schedule attached hereto (the “Proposed Transferred Assets”) be transferred to us/ [name of company/individual] designated by us. You are required to promptly transfer all the Proposed Transferred Assets to us/ [name of the designated company/individual] upon receipt of this notice in accordance with the terms of the Option Agreement.

Yours faithfully,

Shanghai Earn and Earn Management Consulting Co., Ltd.

(Company seal)

Authorized Representative: /s/ Shanghai Earn and Earn Management Consulting Co., Ltd.

Date:

Page 16 of 16

EX-10.4 6 filename6.htm

Exhibit 10.4

Powers of Attorney

I, Junjie Hu (PRC ID Number: ) and Xin Zhang (RPC ID Number: ), hold 100% equity interests in Shanghai Earntz Nonwoven Co., Ltd. (“Earntz”) in aggregate (“Equity Interests”), and hereby unconditionally and irrevocably authorize the directors of the direct or indirect shareholders of Shanghai Earn and Earn Management Consulting Co., Ltd. (“Earn & Earn”) or other persons designated by Earn & Earn (each an “Authorized Person”) during the term of this Powers of Attorney to exercise the following rights:

Authorizing the Authorized Person to exercise the following rights in relation to the Equity Interests on behalf of myself as the sole exclusive agent, including but not limited to, (1) attend the shareholders’ meeting of Earntz and execute relevant shareholders’ resolutions on behalf of myself; (2) exercise all shareholders’ rights that I am entitled to under the PRC laws and the articles of association of Earntz, including but not limited to, shareholders’ rights to vote, sell, transfer, pledge or dispose of all or a portion of the Equity Interests; (3) appoint and elect, as my authorized representative, the legal representative, chairman of the board of directors, directors, supervisors, general managers and other senior managements; (4) execute documents, meeting minutes and relevant filling documents in relation to the registration of the company kept by competent administrations of industry and commerce; and (5) exercise the voting right on behalf of the registered shareholders of Earntz when it is bankrupted.

Unless otherwise provided in this Powers of Attorney, the Authorized Person is entitled to declare, use or otherwise dispose of any cash dividends or bonuses generated by the Equity Interests or other non-cash earnings. Unless otherwise provided in this Powers of Attorney, the Authorized Person can take any actions in relation to Equity Interests at its own discretion without my written or oral instruction.

The Authorized Person is entitled to, within the scope of authorization, perform the Equity Interest Pledge Agreement and Exclusive Option Agreement executed on the same date of this Powers of Attorney to which I am a party in time, and the exercise of such rights will not restrict this Power of Attorney.

All actions in relation to the Equity Interests by the Authorized Person shall be deemed as my actions, and all documents executed by the Authorized Person shall be deemed as executed by me, and acknowledge by me. If the Authorized Person intends to assign the authorized rights, with a five-day prior written notice to me, the Authorized Person is entitled to assign its rights under the aforementioned matters and the exercise of my Equity Interests to other individual or entity, without my consent.

During the term of this Powers of Attorney, I hereby waive all rights in relation to the Equity Interests which have been granted to the Authorized Person by this Powers of Attorney and I will no longer exercise such rights. Where part of this Powers of Attorney becomes invalid or unenforceable as compulsorily required by laws, the remaining authorization shall continuously be effective.

This Power of Attorney shall be come into effect on the execution date as of July 9, 2021, and shall be irrevocably and continuously effective during the term when I am the shareholder of Earntz, commencing from the execution date of this Powers of Attorney. Once this Powers of Attorney is terminated in full or in part upon the written notice of Earn & Earn, I will immediately withdraw my authorization and assignment to Earn & Earn hereto, and immediately execute a power of attorney in the same format of this Powers of Attorney to make the same authorization and assignment to other persons nominated by Earn & Earn.

Hu, Junjie (Signature): /s/ Hu, Junjie

Zhang, Xin (Signature): /s/ Zhang, Xin

Date: July 9, 2021

EX-10.5 7 filename7.htm

Exhibit 10.5

Spouse Consent Letter

I, __________ (PRC ID Number: __________), the legal spouse of Mr. Junjie Hu (PRC ID Number: ___________), hereby unconditionally and irrevocably agree that, the equity interests in Shanghai Earntz Nonwoven Co., Ltd_ (“Earntz”) held and registered in the name of my spouse Mr. Junjie Hu (“Target Equity Interests”), shall be disposed of in accordance with the arrangement under a series of contractual agreements (including, the Exclusive Consulting and Services Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and the Powers of Attorney) (“Contractual Agreement”) executed by my spouse on July 9, 2021.

I hereby further undertake to not take any action for purpose of arising conflicts with the Contractual Agreement, including claiming the Target Equity Interests to be the common property of me and my spouse to influence or to impede my spouse’s performance of the obligations under the Contractual Agreement. I hereby unconditionally and irrevocably waive any rights or interests in relation to the Target Equity Interests that may be granted to me under any applicable law.

I confirm and agree that, the equity interests owned by my spouse under the Contractual Agreement (“Equity Interests Owned by the Spouse”) shall be attribute to my spouse in any condition, and my spouse can pledge, sell or dispose of the Equity Interests owned by my Spouse pursuant to such agreements without my consent. I further confirm that, my spouse can perform the Contractual Arrangements and further amend or terminate the Contractual Arrangements without the authorization or consent from me, and I have never and will not be involved in the operation or management of Earntz. I have no right to claim any rights in relation to the Equity Interests Owned by my Spouse in any case, including but not limited to, voting right, disposal right and any economic benefits generated (if any). I undertake to execute all necessary documents, and to take all necessary actions to ensure the due performance of the Contractual Agreement (as amended from time to time.) I agree and undertake that, if I obtain any equity interests in Earntz owned by my spouse for any reason, I will be bound by the Contractual Agreements (as amended from time to time,) and comply with the obligations hereto as the shareholder of Earntz, and for this purpose, upon the request from the holders of the rights under the Contractual Agreement, I shall execute a series of written documents in the same formats and contents as the Contractual Agreement (as amended from time to time.)

I further confirm, covenant and undertake that, in case of death or incapacity of my spouse, divorce or any other circumstance that may impact the exercise of the shareholder’s rights in Earntz by my spouse, me and any of my successors, guardians, creditors and any other persons that are entitled to claim benefits or interests to the equity interests in Earntz held by my spouse, I will not take any actions that will influence or impede the performance of obligations under the Contractual Agreements by my spouse.

Signature:

Date: July 9, 2021

EX-10.6 8 filename8.htm

Exhibit 10.6

Spouse Consent Letter

I, __________ (PRC ID Number: __________), the legal spouse of Mr. Xin Zhang (PRC ID Number: ___________), hereby unconditionally and irrevocably agree that, the equity interests in Shanghai Earntz Nonwoven Co., Ltd_ (“Earntz”) held and registered in the name of my spouse Mr. Xin Zhang (“Target Equity Interests”), shall be disposed of in accordance with the arrangement under a series of contractual agreements (including, the Exclusive Consulting and Services Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and the Powers of Attorney) (“Contractual Agreement”) executed by my spouse on July 9, 2021.

Signature:

Date: July 9, 2021

EX-23.1 9 filename9.htm

Exhibit 23.1

$O:\1 Pre-Sub\2021\September\Morning\17\Earntz Healthcare Products, Ltd\html$

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form F-1 of Earntz Healthcare Products, Inc. of our report dated September 20, 2021, with respect to our audits of the consolidated financial statements of Earntz Healthcare Products, Inc. and Subsidiaries for the years ended December 31, 2020 and 2019, and to the reference to us under the heading “Experts” in the Registration Statement.

/s/ Wei, Wei & Co., LLP

Flushing, New York

September 20, 2021

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