0001493152-23-008238.txt : 20230320 0001493152-23-008238.hdr.sgml : 20230320 20230320160129 ACCESSION NUMBER: 0001493152-23-008238 CONFORMED SUBMISSION TYPE: F-1/A PUBLIC DOCUMENT COUNT: 96 FILED AS OF DATE: 20230320 DATE AS OF CHANGE: 20230320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOBO EV TECHNOLOGIES LTD CENTRAL INDEX KEY: 0001932072 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-270499 FILM NUMBER: 23746383 BUSINESS ADDRESS: STREET 1: XINWU DISTRICT STREET 2: WUXI CITY: JIANGSU STATE: F4 ZIP: 214111 BUSINESS PHONE: 86 510 88584252 MAIL ADDRESS: STREET 1: XINWU DISTRICT STREET 2: WUXI CITY: JIANGSU STATE: F4 ZIP: 214111 F-1/A 1 formf-1.htm

Filed with the U.S. Securities and Exchange Commission on March 20, 2023.

Registration No. 333-270499

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LOBO EV TECHNOLOGIES LTD.

(Exact name of registrant as specified in its charter)

British Virgin Islands

3751

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd

Xinwu District, Wuxi, Jiangsu

People’s Republic of China, 214111

+86 510 88584252

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

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 302-738-6680

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

With a Copy to:

Lawrence Venick, Esq.

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR

852-3923-1111

Richard I. Anslow, Esq.

Lijia Sanchez, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 370-1300

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 1933

Emerging growth Company ☒

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 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, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 20, 2023

2,200,000 Ordinary Shares

LOBO EV TECHNOLOGIES LTD.

This is an initial public offering of our ordinary shares, par value $0.001 (“Ordinary Shares”). We are offering on a firm commitment basis our Ordinary Shares. Prior to this offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price of our Ordinary Shares to be $4.00 per share. We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “LOBO.” It is a condition to the closing of this offering that our Ordinary Shares qualify for listing on a national securities exchange. There is no assurance that such application will be approved, and if our application is not approved, this offering may not be completed.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our Ordinary Shares.

Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of Lobo EV Technologies Ltd. Lobo EV Technologies Ltd. is not a PRC operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries in the PRC. This structure involves unique risks to investors.

The risks could result in a material change in the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Our Ordinary Shares offered in this prospectus are shares of our British Virgin Islands holding company, which has no material operations of its own and conducts substantially all of its operations through the operating entities established in the People’s Republic of China, or the PRC, primarily Jiangsu LOBO Electric Vehicle Co. Ltd. (“Jiangsu LOBO” or “Jiangsu WFOE”), our wholly-owned subsidiary and its subsidiaries. Because all of our operations are conducted in China through our wholly-owned subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

In addition, as we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our Ordinary Shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As advised by our PRC counsel, DeHeng Law Offices, as of the date of this prospectus, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As further advised by our PRC counsel, as of the date of this prospectus, no effective laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for our overseas listing plan, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our company, or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. See “Risk Factors” beginning on page 14 for a discussion of these legal and operational risks and other information that should be considered before making a decision to purchase our Ordinary Shares.

Furthermore, as more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) recently, our securities may be prohibited from trading if our auditor cannot be fully inspected. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in the PRC or Hong Kong. This list does not include our auditor, TPS Thayer, LLC. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist about whether this new framework will be fully complied with. While our auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause our securities to be delisted from the Nasdaq Capital Market. See “Risk Factors — Risks Related to Doing Business in China — Our Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCA Act”) if the PCAOB is unable to inspect our auditors. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCA Act”), which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three” on page 36. On August 26, 2022, the PCAOB signed an agreement with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, allowing the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. On December 15, 2022, the PCAOB issued a Determination Report which determined that the PCAOB (1) is able to select engagements, audit areas, and potential violations to be reviewed or investigated, (2) has timely access to, and the ability to retain and use, any document or information that the PCAOB considers relevant to an inspection or investigation, and (3) is able to conduct inspections and investigations in a manner consistent with the provisions of the Act and the rules of the PCAOB, as interpreted and applied by the PCAOB. Consequently, the PCAOB concluded that in the absence of any evidence that authorities in the PRC currently are taking any positions to impair the PCAOB’s ability to execute its statutory mandate with respect to inspections or investigations, the HFCA Act dictates that the PCAOB vacate the 2021 Determinations. As required by the HFCA Act, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether the PCAOB should issue a new determination.

As a holding company, we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. However, none of our subsidiaries has made any dividends or other distributions to our holding company as of the date of this prospectus. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this prospectus, we have not paid any dividends or made any distributions to U.S. investors.

As of the date of this prospectus, there were no cash flows between our British Virgin Islands holding company and our subsidiaries. Funds are transferred among our PRC subsidiaries for working capital purposes, primarily between Jiangsu LOBO, our main operating subsidiary, and its subsidiaries. The transfer of funds among companies are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. As advised by our PRC counsel, DeHeng Law Offices, the Provisions on Private Lending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries. Jiangsu LOBO conducts regular review and management of all its subsidiaries’ cash transfers and reports to its Risk Management Department and board of directors.

Please see “Risk Factors” beginning on page 14 of this prospectus for additional information.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company,” “Prospectus Summary—Implications of Being a Foreign Private Issuer,” “Risk Factors – For as long as we are an emerging growth Company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies,” and “Risk Factors – We are a foreign private issuer and, as a result, will not be subject to U.S. proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S. issuer.”

	Per Share		Total
Initial public offering price		US$		US$
Underwriting discounts and commissions		US$		US$
Proceeds, before expenses, to us		US$		US$

See “Underwriting” for additional disclosure regarding underwriting compensation payable by us.

The total estimated expenses related to this offering are set forth in the section entitled “Underwriting – Discounts, Commissions and Expenses.”

The underwriters are selling 2,200,000 Ordinary Shares (or 2,530,000 Ordinary Shares if the underwriters exercise their over-allotment option in full) in this Offering on a firm commitment basis.

An underwriting discount or spread equal to seven percent (7%) of the offering price, will also be provided to underwriters. The Registration Statement of which this prospectus is a part also covers the Ordinary Shares issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting” beginning on page 143.

We have granted the underwriters an option, exercisable for 45 days following the effective date of this prospectus, to purchase up to an additional fifteen percent (15 %) of the Ordinary Shares offered in this offering on the same terms to cover over-allotments.

The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars to purchasers on or about [●], 2023.

Neither the United States Securities and Exchange Commission nor any other regulatory body 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.

a division of Kingswood Capital Partners, LLC

The date of this prospectus is [●], 2023.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1

RISK FACTORS	14

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION	13

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	54

ENFORCEABILITY OF CIVIL LIABILITIES	55

USE OF PROCEEDS	56

DIVIDEND POLICY	57

CAPITALIZATION	58

DILUTION	59

CORPORATE HISTORY AND STRUCTURE	61

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	62

INDUSTRY	81

PRC REGULATIONS	89

BUSINESS	97

MANAGEMENT	113

PRINCIPAL SHAREHOLDERS	122

RELATED PARTY TRANSACTIONS	123

DESCRIPTION OF SHARE CAPITAL	126

SHARES ELIGIBLE FOR FUTURE SALE	134

MATERIAL INCOME TAX CONSIDERATIONS	136

UNDERWRITING	143

EXPENSES RELATING TO THIS OFFERING	148

LEGAL MATTERS	148

EXPERTS	148

WHERE YOU CAN FIND ADDITIONAL INFORMATION	148

INDEX TO FINANCIAL STATEMENTS	F-1

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the British Virgin Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Until , 2023 (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 dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our Company,” “our,” “the Company” and “LOBO EV” refer to LOBO EV Technologies Ltd., a British Virgin Islands company. In addition, in this prospectus:

●	“3C” refers to China Compulsory Certification;

●	“Beijing LOBO” refers to Beijing LOBO Intelligent Machine Co., Ltd., a wholly-owned subsidiary of Jiangsu LOBO;

●	“BVI Act” refers to the BVI Business Companies Act, 2004, as amended;

●	“China” or the “PRC” refers to the People’s Republic of China, excluding Taiwan for the purposes of this prospectus only;

●	“EV” or “EVs” refers to two-wheeled electric vehicles, three-wheeled electric vehicles and off-highway four-wheeled electric shuttles;

●	“e” refers to electric. All of our products are driven by electric power whether labeled “e” or not;

●	“E-bicycle” refers to the new national standard electric two-wheeled vehicle which conforms to the Safety Technical Specification for Electric Bicycle (GB 17761-2018);

●	“E-moped” refers to the electric two-wheeled vehicle which conforms to the General specifications for electric motorcycles and electric mopeds (GB/T 24158-2018);

●	“E-motorcycle” refers to the electric two-wheeled vehicle which conforms to the General specifications for electric motorcycles and electric mopeds (GB/T 24158-2018);

●	“Guangzhou LOBO” refers to Guangzhou LOBO Intelligent Technologies Co. Ltd., a wholly-owned subsidiary of Jiangsu LOBO;

●	“Jiangsu WFOE” or “Jiangsu LOBO” refers to Jiangsu LOBO Electric Vehicle Co. Ltd., a wholly-owned subsidiary of LOBO HK;

●	“LOBO HK” refers to LOBO Holdings Ltd., a wholly-owned subsidiary of LOBO EV Technologies Ltd.;

●	“RMB” or “Chinese Yuan” refers to the legal currency of China;

●	“shares”, “Shares” or “Ordinary Shares” refer to the Ordinary Shares of LOBO EV Technologies Ltd., par value $0.001 per share;

●	“Tianjin LOBO” refers to Tianjin LOBO Intelligent Robot Co., Ltd., a wholly-owned subsidiary of Beijing LOBO;

●	“Tianjin Bibosch” refers to Tianjin Bibosch Intelligent Technologies Co., Ltd., a wholly-owned subsidiary of Beijing LOBO;

●	“U.S. dollars,” “dollars,” “USD” or “$” refers to the legal currency of the United States; and.

●	“Wuxi Jinbang” refers to Wuxi Jinbang Electric Vehicle Manufacture Co., Ltd, an 85%-owned subsidiary of Beijing LOBO;

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

Our business is conducted by our subsidiaries in RMB for our business in China and U.S. dollars for our export business overseas. 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).

EXCHANGE RATE INFORMATION

Our business is conducted in China and all of our revenues are denominated in RMB. Capital accounts in our financial statements are translated into U.S. dollars from RMB at their historical exchange rates when the capital transactions occurred. 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 U.S. dollars at the rates used in translation. The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. Assets and liabilities are translated at the exchange rates as of the balance sheet date and include the exchange rate information for the fiscal years ended December 31, 2021 and 2020.

For the Year

Ended

December 31,

2021

For the Year

Ended

December 31,

2020

Period Ended RMB: USD exchange rate

6.3726

6.5250

Period Average RMB: USD exchange rate

6.4508

6.9042

MARKET AND INDUSTRY DATA

This prospectus contains data related to the EVs industry and automotive electronics industry in China. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The EVs industry and automotive electronics industry may not grow at the rate projected by industry data, or at all. The failure of the industries to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Ordinary Shares. In addition, the rapidly changing nature of the EV industry and the technologies in the industry subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

TRADEMARKS

Our logo and some of our trademarks and tradenames are used or incorporated by reference in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, TM and SM symbols, but those references are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensor to these trademarks, tradenames and service marks.

iii

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Ordinary Shares.

Business Summary

Overview

We are an innovative electric vehicles manufacturer and seller. We design, develop, manufacture and sell e-bicycles, e-mopeds, e-tricycles, and electric off-highway four-wheeled shuttles such as golf carts and mobility scooters for the elderly and disabled persons. We also provide automobile information and entertainment software development and design services to customers. We do not provide in-vehicle entertainment services to end-users independently. Leveraging our cutting-edge technologies in connectivity, multimedia interactive systems and artificial intelligence, we are re-defining our products in order to provide users with convenient, affordable and pleasant driving experiences.

Headquartered in Wuxi, China, LOBO EV is a holding company and our operating entities include Jiangsu LOBO, Beijing LOBO, Guangzhou LOBO, Tianjin LOBO, Tianjin Bibosch and Wuxi Jinbang. We are a golden plus supplier verified by Alibaba.com, and also an Excellent Company certified by China Business Credit Platform. We also obtained a certificate dated January 18, 2022, issued by the Development and Reform Commissions of Gaoxin District and Xinwu District of Wuxi, certifying that Jiangsu LOBO is qualified as a pre-IPO company and the local governments shall provide support to the IPO of Jiangsu LOBO.

Beijing LOBO (formerly Beijing Weiqi Technology Co., Ltd.) established in August 2014 and acquired by Jiangsu LOBO in 2021, our main operating entity manufactures and sells e-bicycles and e-tricycles in China. Wuxi Jinbang, formed in 2002 as one of the earliest companies manufacturing e-bicycles in China and acquired by Beijing LOBO in 2019, manufactures e-bicycles and e-mopeds. Tianjin LOBO, established in October 2021, manufactures e-tricycles and off-highway four-wheeled electric shuttles. Tianjin Bibosch, formed in March 2022, engages in the export business of our products. Guangzhou LOBO (formerly Guangzhou Zhong Ke Car-link Technology Co., Ltd.), formed in May 2019, provides intelligent product software solutions to automotive electronics, such as multimedia interactive systems, multifunctional rear-view mirrors, and dash-cams through cooperation with leading suppliers in the automobile industry.

We amended our memorandum and articles of association in March 2023 in order to effect a reorganization of our ordinary shares by way of a sub-division and subsequent surrender of certain of our ordinary shares. As a result of the share reorganization, there are 5,700,000 ordinary shares outstanding as of the date hereof. Throughout this prospectus, each reference to a number of our ordinary shares selling in this offering at $4.00 per share gives effect to the share reorganization, unless otherwise indicated.

Our Mission

Our mission is to provide daily commuters with safer, smarter, and more affordable e-bicycles, e-tricycles, and off-highway four-wheeled electric shuttles.

Our Vision

Our vision is to provide commuters with affordable and high-quality EVs and become a market leader in our industry by leveraging our design and intelligent technology.

Our Competitive Strengths

We believe that the following strengths contribute to our success and differentiate us from our competitors:

	●	Accumulated industry resources and experienced management team

	●	User-centered product design philosophy

	●	Innovative marketing strategy

Our Challenges

Currently, we are facing the following major challenges:

	●	The ongoing effects of the COVID-19 pandemic in China and China’s zero-Covid policy may have a material adverse effect on our business, including our ability to manage the supply chain and manage day-to-day service and product delivery.

	●	Major key players in this industry have raised sufficient funds to increase their manufacturing capacity and to increase the investments in sales channel development and talent recruitment after they were listed on the exchanges in China, Hong Kong and the U.S. in recent years. As a result, market concentration began to increase and the competition intensified.

	●	If we fail to effectively implement our cost leadership strategy, we may lose our channels to the markets and suffer losses.

	●	If we fail to provide appropriate differentiated products, we may lose our users and market share.

	●	We may not be able to attract, retain, and motivate talented and experienced employees who share our vision and passion.

To overcome these challenges, we need adequate capital to make continuous investments in the technology research and development, manage the stability of supply chain, market development, and recruitment, maintain our strength in the industry, improve profit margin, expand market share, and improve our brand awareness and reputation.

In general, the successful execution of our growth strategies depends on whether we can overcome certain challenges, manage risks and uncertainties, including but not limited to, our ability to maintain and enhance our brand awareness, innovate and successfully launch new products and services, maintain and expand our distribution network, satisfy the mandated safety standards relating to our products, secure the supply of components and parts used in our products, grow collaboration with our dealers, control costs associated with our operation and production, and recruit and retain dedicated executive officers, key employees and qualified personnel. Please see “Risk Factors” and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

Our Growth Strategies

We are still in the early stage of development, and growth is the most important goal of the Company at present. Considering the current market competition and our own strengths and weaknesses, our strategic goal is to become a hidden champion in the field of intelligent urban tricycles and off-highway four-wheeled electric shuttles through our efforts in the next decade. Our strategies to achieve this goal are as follows:

	●	Continue to innovate and launch new products

	●	Attach importance to customer relationship management

	●	Diversify and increase marketing methods

	●	Strengthen cost control

Brief introduction to our products

Two-wheeled Electric Vehicles (The e-bicycles)

E-bicycles. Our e-bicycles are powered by electric motors. The appearance of e-bicycles is similar to that of traditional bicycles, with a few plastic shields. Our e-bicycles can reach maximum speeds of 25 km/h when powered by an electric motor. Most of our e-bicycle models use lithium batteries. All of our e-bicycles conform to the new national standard GB17761-2018 and have obtained China Compulsory Certificate, or 3C. E-bicycles are more convenient for riders to ride than traditional bicycles as riders can rely on the electric motor for propulsion. As of March 13, 2023, we have 17 e-bicycle models with 3C. The suggested retail prices for the different models of our e-bicycles ranged from RMB 1,200 (USD $188) to RMB 3,000 (USD $471) as of July 1, 2022 (including batteries and chargers).

E-Mopeds. Our e-mopeds are powered by electric motors and generally have more powerful motors, more capacity batteries than the e-bicycles. All of the e-mopeds conform to the “General specifications for electric motorcycles and mopeds’ (GB/T 24158-2018).” Most of the e-mopeds are exported overseas, including to Europe, Southeast Asia and Latin America. Very few of our e-mopeds have been sold in China. The suggested retail prices for the different models ranged from RMB 2,000 (USD $310) to RMB 4,000 (USD $630) in China.

For fiscal years 2020 and 2021, our revenue generated from sales of two-wheeled electric vehicles amounted to RMB 49 million (USD $7.2 million) and RMB 48 million (USD $7.4 million), respectively, representing 78% and 52 % of our total revenue for those periods, respectively.

Three-wheeled Electric Vehicles (The e-tricycles)

Our e-tricycles consist of more than 30 models. Our e-tricycle is an urban leisure tricycle for one or two adult passengers’ commuter use only, which is mainly composed of a front wheel and two rear wheels, of which two rear wheels are power wheels and the front wheel is the steering wheel. The maximum speed is usually less than 25 km/h.

As of August 31, 2022, the suggested retail prices for the different models of our multifunctional tricycles ranged from RMB 1,980 (USD $310) to RMB 4,980 (USD $780) (including batteries and chargers).

For fiscal years 2020 and 2021, our revenue generated from sales of three-wheeled electric vehicles amounted to RMB 9 million (USD $1.3 million) and RMB 27 million (USD $4.1 million), respectively, representing 14 % and 29 % of our total revenue for those periods, respectively.

Electric Off-highway Four-wheeled Shuttles

Our electric Off-highway Four-wheeled shuttles consists of electric golf carts and elderly e-scooters. These electric four-wheeled vehicles are powered by electric motors and are able to achieve maximum speeds of 40 km/h. They are designed for specific functions and certain models can carry loads of up to 200-300 kilograms. The elderly e-scooter is designed especially for the elderly and disabled persons and for one passenger only. The maximum speed is less than 10 km/h. The suggested retail prices for the different models of our golf carts range from RMB 20,000 (USD $3,100) to RMB 60,000 (USD $9,400) and the retail price of elderly scooters range from RMB 2,500 (USD $390) to 5,000 (USD $780) (excluding batteries and chargers).

For fiscal year 2021, our revenue generated from sales of four-wheeled electric vehicles amounted to RMB 0.6 million (USD $91,000), representing 1 % of our total revenue for those periods, respectively. We are planning to launch more competitive models in 2022 and estimate that we will generate 5% of the revenue from this segment.

Industry Overview

China is one of the major manufactures and consumers of two-wheeled electric vehicles, three-wheeled electric vehicles, and off-highway four-wheeled electric shuttles in the world. The new energy vehicles industry in China is large and growing steadily. The industry has been attracting investment in recent years. New technologies and new materials are also constantly being added to the products in the industry. Competition is intensifying.

Electric two-wheeled vehicles normally refer to all kinds of two wheeled e-scooters, e-bicycles, e-mopeds, and e-motorcycles. China has adopted a new national standard promoting the use of lithium-ion battery-powered electric two-wheeled vehicles. With the amendment of the General Technical Specifications for Electric Bicycles, the Chinese government has set a limit on the total permissible weight of electric bicycles (including the weight of the battery) to 55kg starting from April 2019. Since the replacement cycle of electric two-wheeled vehicles is between three and five years, it is estimated that most of the two-wheeled vehicles on the road will be compliant by 2022. From 2017 to 2021, the annual sales revenue in China increased from $10.89 billion to $14.3 billion. And its CAGR is about 5.6%. The sales volume increased from 30 million Units to 41.5 million units and the CAGR is 6.65%. China is one of the largest exporters of electric two-wheeled vehicles in the world. According to the China Electric Vehicle Association, the export value of China’s electric two-wheeled vehicles industry was USD 3.67 billion in 2017, USD 5.01 billion in 2018, USD 5.47 billion in 2019, USD 6.82 billion in 2020, and USD 7.43 billion in 2021.

The off-highway four-wheeled electric shuttles market including golf carts, sight-seeing tourist carts, various utilities carts and elderly scooters. The market scale of the off-highway four-wheeled electric shuttles in China is expected to reach USD 2.53 billion in 2022 and 3.87 billion in 2028, representing CAGR of 6.3%. According to China Electric Vehicle Association, the sales volume of China’s off-highway four-wheeled electric shuttles grew rapidly from 1.1 million units in 2017 to 1.8 million units in 2021, representing a CAGR of 10.3%. The sales volume of China’s off-highway four-wheeled electric shuttles industry is about USD 1.21 billion from 2017 to USD 1.73 billion in 2021, representing a CAGR of 7.3%.

Corporate Information

Our principal executive office is located at Gemini Mansion B 901, Software Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi, Jiangsu, People’s Republic of China, and our phone number is +86 510 88584252. Our registered office in the British Virgin Islands is located at the offices of Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. We maintain a corporate website at www.loboev.cn. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. We have appointed Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Corporate History and Structure

We are a British Virgin Islands business company incorporated on October 25, 2021 under the name LOBO AI Technologies Ltd. On December 14, 2021, the Company changed its name to LOBO EV Technologies Ltd.

The following diagram illustrates our corporate structure upon completion of our initial public offering (“IPO”) based on a proposed number of 2,200,000 Ordinary Shares being offered, assuming no exercise of the underwriters’ over-allotment option.

Our domestic operating enterprise Beijing LOBO was established in August, 2014. At the end of 2019, Beijing LOBO acquired 85% of the shares of Wuxi Jinbang. Guangzhou LOBO was established in May 2019. For the purpose of listing on Nasdaq, we incorporated LOBO EV Technologies Ltd., a BVI Business Company incorporated under the laws of British Virgin Islands with limited liability, in October 2021. Subsequently, we established LOBO Holdings Ltd, a Hong Kong limited liability Company, as a wholly-owned subsidiary of LOBO EV. On November 29, 2021, we organized Jiangsu WFOE, a PRC limited liability company. Thereafter, Jiangsu WFOE completed the merger of Beijing LOBO and Guangzhou LOBO in December 2021. Consequently, both Beijing LOBO and Guangzhou LOBO became the wholly-owned subsidiaries of Jiangsu WFOE. After these domestic internal mergers and acquisitions were completed, we undertook a reorganization, to facilitate our initial public offering in the United States. On March 25 2022, a qualified appraisal company appraised the value of Jiangsu WFOE and its subsidiaries and issued an appraisal report. LOBO HK determined the consideration to paid to all shareholders of Jiangsu WFOE according to the report. On April 8, 2022, Jiangsu WFOE completed the internal procedure of merger and acquisition. The written shareholders’ resolution was signed, and then followed by the legal merger and acquisition procedures which were set up by local industrial and commercial bureau and taxation administration. LOBO HK completed its merger and acquisition of 100% equity interest in Jiangsu WFOE on April 8 2022. Jiangsu WFOE then became a foreign enterprise which is a wholly-owned subsidiary of LOBO HK.

Below is milestone of history:

Compliance with Foreign Investment

We have been advised by our PRC Counsel, DeHeng Law Offices, that pursuant to the relevant laws and regulations in PRC, none of our business is stipulated on the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version) (the “2021 Negative List”) promulgated by the Ministry of Commerce of the PRC (“MOFCOM”) and the National Development and Reform Commission of the PRC (“NDRC”). Therefore, we are able to conduct our business through our wholly owned PRC Subsidiaries without being subject to restrictions imposed by the foreign investment laws and regulations of the PRC.

Summary of Risk Factors

Investing in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks Related to Our Business and Industry

	●	We may incur losses in the future;

	●	Our success is dependent on our continued innovation and successful launches of new products and services, and we may not be able to anticipate or make timely responses to changes in the preferences of consumers;

	●	We do not have a long history of running as an integrated group. Our limited operating history running as an integrated group in the industry may not provide an adequate basis to predict our future prospects and results of operations for this segment, and may increase the risk of your investment;

	●	If we fail to adopt new technologies or adapt our e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles and solutions development for automotive electronics to changing customer requirements or the industry standards, our business may be materially and adversely affected; and

	●	We rely heavily on dealers for sales and distribution of our products and our success depends on our offline distribution network.

Risks Relating to Doing Business in China

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

	●	Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us;

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

	●	If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless;

	●	The approval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with this offering, and, if required, we cannot predict whether we will be able to obtain such approval or clearance; and

	●	Our Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCA Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

Risks Related to Our Securities and This Offering

	●	There has been no public market for our Ordinary Shares prior to this offering, and you may not be able to resell our shares at or above the price you paid, or at all;

	●	The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors;

	●	Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for return on your investment;

	●	Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution;

	●	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 our share price; and

	●	If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.

Potential CAC and CSRC Approval Required for This Offering

Furthermore, on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures”, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. On July 7, 2022, the CAC released the Measures for the Security Assessment of Cross-Border Data, which became effective on September 1, 2022. We do not collect or store any personal data (including certain personal information) from our individual end-users. As of date of this prospectus, we have not collected or stored personal information from our individual end-users. As a result, the likelihood of us being subject to the review of the CAC is remote. Given the recent issuance of the Measures for the Security Assessment of Cross-Border Data, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines, which will become effective on March 31, 2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million. Such overseas securities issuance and listing include direct and indirect issuance and listing. Where an enterprise, whose principal business activities are conducted in China, seeks to issue and list its shares in the name of an overseas entity, such practice is deemed as an indirect overseas issuance and listing in the meaning of the Overseas Listing Regulations. Among other things, if an overseas listed issuer intends to implement any offering in an overseas market, it should, through its major operating entity incorporated in the PRC, submit filing materials to the CSRC within three working days after the completion of the offering. The required filing materials shall include but not be limited to: (1) filing report and relevant commitments; and (2) domestic legal opinions. According to the Notice on the Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by CSRC on the same day, if we can obtain the SEC’s Notice of Effectiveness before March 31, 2023 and complete the issuance and listing before September 30, 2023, we will no longer need to submit the relevant information to CSRC for the filing procedures, otherwise we still need to complete the filing procedures with CSRC before our listing on U.S. exchanges. The Overseas Listing Regulations may subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Overseas Listing Regulations on a timely basis, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or become worthless.

Impact of the COVID-19 Pandemic on Our Operations and Financial Performance

The COVID-19 pandemic had an adverse impact on our business operations. Specifically, significant governmental measures implemented by the Chinese government, including various stages of lockdowns, closures, quarantines, and travel bans, led to the decreasing demand of our products and restricted our capacity of manufacture. At the beginning of 2020, when the epidemic broke out, substantially all of our production paused in the first quarter and gradually recovered later. However, with the normalization of dynamic COVID-Zero policy, the sporadic outbreak of epidemic in some provinces has affected our business, including business travel, marketing and customer service. The impact persisted in 2020 and 2021. Due to the hosting of the Winter Olympic Games and the outbreak of the epidemic in Shanghai in the first half-year of 2022, the manufacture of our factories has been seriously affected. The risks associated with COVID-19 may continue to have a negative impact to us, such as the interruption of logistics, supply chain, production and delivery as well as the development of business activities.

See “Risk Factors—Risks Related to Our Business and Industry—The ongoing effects of the COVID-19 pandemic in China may have a material adverse effect on our business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Pandemic Affecting Our Results of Operations.”

Implications of Being an Emerging Growth Company

As a Company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth Company” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An “emerging growth Company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth Company, we:

●

may present 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;

●

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency,” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

	●	will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth Company. The JOBS Act provides that we would cease to be an “emerging growth Company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”) occurred, if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Implications of Being a Foreign Private Issuer

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:

	●	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 Fair Disclosure 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

	●	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. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. 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.

The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country, which for us is the British Virgin Islands, rather than the Nasdaq rules as to certain corporate governance requirements, including the requirement that the issuer have a majority of independent directors, the audit committee, compensation committee, and nominating and corporate governance committee requirements, the requirement to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports. A foreign private issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. Although we do not currently intend to take advantage of these exceptions to the Nasdaq corporate governance rules, we may in the future take advantage of one or more of these exemptions. See “Risk Factors—Risks Relating to this Offering and the Trading Market—Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”

THE OFFERING

Securities offered by us		2,200,000 Ordinary Shares

Over-allotment option		We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of 330,000 additional Ordinary Shares at the initial public offering price, less underwriting discounts.

Price per Ordinary Share		We currently estimate that the initial public offering price will be $4.00 per Ordinary Share.

Ordinary Shares outstanding prior to completion of this offering		5,700,000 Ordinary Shares See “Description of Share Capital” for more information.

Ordinary Shares outstanding immediately after this offering		7,900,000 Ordinary Shares assuming no exercise of the underwriters’ over-allotment option. 8,230,000 Ordinary Shares assuming full exercise of the underwriters’ over-allotment option.

Listing		We will apply to have our Ordinary Shares listed on the Nasdaq Capital Market.

Proposed Ticker symbol		LOBO

Transfer Agent		Vstock Transfer, LLC

Use of proceeds		We intend to use the proceeds from this offering to invest in developing new intelligent products and working capital. See “Use of Proceeds” on page 56 for more information.

Lock-up		All of our directors and officers have agreed, 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 twelve (12) months after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Risk factors		The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors” beginning on page 14 for a discussion of factors to consider before deciding to invest in our Ordinary Shares.

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

The following table represents our selected consolidated financial information. The selected consolidated statements of operations and comprehensive income data and the consolidated balance sheet data, which are included in this prospectus. Our consolidated financial statements are prepared and presented in accordance with the U.S. GAAP.

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 selected consolidated statements of operations and comprehensive income data and the consolidated balance sheet data:

	For the Six Months Ended						For the years ended
	June 30,						December 31,
	2022			2021			2021			2020
Revenues	$	5,489,402		$	8,314,377		$	14,128,459		$	9,227,994
Cost of revenues		4,719,210			6,679,739			11,197,314			7,753,054
Gross Profit		770,192			1,634,638			2,931,145			1,474,940

Operating expenses
Selling and marketing expenses		216,387			153,928			316,457			288,937
General and administrative expenses		283,050			130,155			324,702			332,577
Research and development expenses		28,492			18,167			53,139			36,757
Total operating expenses		527,929			302,250			694,298			658,271

Operating income		242,263			1,332,388			2,236,847			816,669

Other expenses (income)
Interest expense (income)		8,620			3,474			12,641			(320	)
Other (income) expense		(20,631	)		(954	)		(5,680	)		4,007
Total other expenses, net		(12,011	)		2,520			6,961			3,687

Income before income tax expense		254,274			1,329,868			2,229,886			812,982
Income tax expense		117,877			334,467			568,005			205,257
Net Income		136,397			995,401			1,661,881			607,725

Net Income		136,397			995,401			1,661,881			607,725
Less: Net income attributable to non-controlling interest		(4,225	)		(11,610	)		(13,155	)		(38,197	)
Net income attributable to LOBO EV Technologies LTD		132,172			983,791			1,648,726			569,528

Net Income		136,397			995,401			1,661,881			607,725
Foreign currency translation adjustments		233,686			(19,871			(61,220	)		(100,693	)
Foreign currency translation adjustments for non-controlling interest		6,275			(1,193	)		(2,800	)		(6,607	)
Comprehensive income attributable to LOBO EV Technologies LTD	$	376,358		$	974,337		$	1,597,861		$	500,425

Net income per share, basic and diluted	$	0.02		$	0.17		$	0.29		$	0.11
Weighted average shares outstanding, basic and diluted		5,700,000			5,700,000			5,700,000			5,700,000

	As of				As of
	June 30,				December 31,
Balance Sheet Data:	2022		2021		2021		2020
Cash and cash equivalents	$	400,325	$	41,223	$	614,008	$	70,020
Total assets		13,357,583		8,861,928		11,270,542		6,528,098
Total liabilities		8,458,321		6,055,135		6,717,502		4,737,770
Total equity	$	4,899,262	$	2,806,793	$	4,553,040	$	1,790,328

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We may incur losses in the future.

We had net income of $136,397 and $995,401 for the six months ended June 30, 2022 and 2021, respectively. Despite generating net income in the last two fiscal years, we anticipate that our operating expenses, together with the increased general administrative expenses of a growing public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our product offering. These efforts 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 be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future.

Our success is dependent on our continued innovation and successful launches of new products and services, and we may not be able to anticipate or make timely responses to changes in the preferences of consumers.

The success of our operations depends on our ability to introduce new or enhanced e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles, and other new products. Consumer preferences differ across and within each of the regions in which we operate or plan to operate and may shift over time in response to changes in demographic and social trends, economic circumstances and the marketing efforts of our competitors. There can be no assurance that our existing products will continue to be favored by consumers or that we will be able to anticipate or respond to changes in consumer preferences in a timely manner. Our failure to anticipate, identify or react to these particular preferences could adversely affect our sales performance and our profitability. In addition, demand for many of our products, including accessories, are closely linked to customers’ purchasing power and disposable income levels, which may be adversely affected by unfavorable economic developments in the regions in which we operate.

We devote significant resources to product development and extensions. However, we may not be successful in developing innovative new products, and our new products may not be commercially successful. To the extent that we are not able to effectively gauge the direction of our key markets and successfully identify, develop and manufacture new or improved e-bicycles, e-mopeds, e-tricycles, off-highway four-wheeled electric shuttles in these changing markets, our financial results and our competitive position may suffer. Moreover, there are inherent market risks associated with new product introductions, including uncertainties about marketing and consumer preference, and there can be no assurance that we will be successful in introducing new products. We may expend substantial resources developing and marketing new products that may not achieve expected sales levels.

We have identified material weaknesses in our internal control over financial reporting. If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

In the course of auditing our consolidated financial statements as of and for the years ended December 31, 2021, and 2020, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting as well as other control deficiencies. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to (1) we did not maintain proper accounting records and supporting document related to property, plant and equipment, and common stock transactions; and (2) we had insufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements. We do not expect that our internal control over financial reporting and disclosure controls will prevent all error and all fraud. We will continue to take measures to remediate the material weakness in the future. However, we cannot be certain that these measures will successfully remediate the material weakness or that other material weaknesses will not be discovered in the future. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our Ordinary Shares to decline. In addition, it could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our securities. 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. We may also be required to restate our financial statements from prior periods. Because of our status as an emerging growth company, you will not be able to depend on any attestation from our independent registered public accountants as to our internal control over financial reporting for the foreseeable future.

We do not have a long history of running as an integrated group. Our limited operating history running as an integrated group in the industry may not provide an adequate basis to predict our future prospects and results of operations for this segment, and may increase the risk of your investment.

Our Company was incorporated recently in October 2021, and we acquired Jiangsu LOBO, including its subsidiaries, on April 8, 2022. While Wuxi Jinbang, one of our subsidiaries, has started operations since 2002 and was acquired by LOBO Beijing in 2019, we do not have a long history of running as an integrated group with standardized policies and procedures and on which our past performance may be predicted. Potential customers may not be familiar with our market and may have difficulty distinguishing our products and services from those of our competitors. Convincing potential target customers of the value of our products and services is critical to increasing the volume of sales and the success of our business. If we fail to promote or advertise the value of our products and services to our potential target customers, if the market for our services does not develop as we expect, or if we fail to address the needs of our target market in China or elsewhere, our business and results of operations will be harmed.

You should consider our business and future prospects in light of the risks and challenges we face as a new entrant into our industry, including, among other things, with respect to our ability to:

●	produce safe, reliable and quality e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles, and solution development for automotive electronics;

●	build a well-recognized brand;

●	establish and expand our customer base, including foreign customers;

●	improve and maintain our operational efficiency;

●	maintain a reliable, secure, high-performance and scalable technology infrastructure;

●	attract, retain and motivate talented employees;

●	anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape;

●	navigate an evolving and complex regulatory environment; and

●	identify suitable facilities to expand manufacturing capacity.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.

We have limited experience to date in high volume manufacturing of our products. We cannot assure you that we will be able to develop or ensure efficient, automated, low-cost manufacturing capability and processes, and reliable sources of component supply that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes required to successfully mass-market our currently available and future products. We may not be able to achieve similar results or grow at the same rate as we had in the past. As our business grows, we may adjust our product and service offerings. These adjustments may not achieve expected results and may have a material and adverse impact on our financial conditions and results of operations

In addition, our growth and expansion have placed, and continue to place, a significant strain on our management and resources. This level of significant growth may not be sustainable or achievable at all in the future. We believe that our continued growth will depend on many factors, including continued launch of new products, effective marketing, successful entry into other overseas market and operating efficiency. We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations.

We face intense market competition. If we fail to develop and introduce new models, and solutions development for automotive electronics in anticipation of market demand in a timely and cost-effective manner, our competitive position and ability to generate revenues may be materially and adversely affected.

As a new player in the e-bicycles, e-tricycles and off-highway four-wheeled electric shuttles, and solutions development for automotive electronics, we face intense competition from current industry leaders. The introduction of new products is subject to risks and uncertainties. Unexpected technical, operational, logistical, regulatory or other problems could delay or prevent the introduction of our new products. Moreover, we cannot assure you that any of these new products will match the quality or popularity of those developed by our competitors, and achieve widespread market acceptance or generate the desired level of income for our customers.

Meanwhile, offering new products requires us to make investments in research and development, recruit and train additional qualified workers, and increase marketing efforts. In addition, some manufactures, including the large companies in this industry, like AIMA Technology Group Co., LTD and Yadea Group Holdings Ltd., have developed low-end and low-cost models which are sold at approximately RMB1,000 per two-wheel electric vehicle (without battery). Since most of the low-speed two-wheel EV users are low-income workers in China, we may encounter difficulties with the creation of the new products and in offering new products, we may face new risks and challenges that we are not familiar with. Furthermore, we may experience difficulties in recruiting or otherwise identifying qualified workers to develop the electric vehicles or solutions to address the new demand of potential customers. If we are unable to offer new products in a timely and cost-effective manner, our business, results of operations and financial condition could be adversely affected.

If we fail to adopt new technologies or adapt our e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles and solutions development for automotive electronics to changing customer requirements or the industry standards, our business may be materially and adversely affected.

To remain competitive, we must continue to enhance and improve the functionality and features of our products. The production cycle of e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles, from research and development stage to implementation stage takes one to two months. The changes in customer requirements and preferences, frequent introductions of new products and services embodying new technologies and the emergence of new industry standards and practices, any of which could render our existing technologies and products obsolete. Our success will depend, in part, on our ability to identify, develop, acquire or license leading technologies useful in our business, and respond to technological advances and new industry standards and practices in a cost-effective and timely way. The development of our products, and solutions development for automotive electronics or other proprietary technology entails significant technical and business risks. We may not be able to use new technologies effectively or adapt our proprietary technologies to meet customer requirements or new industry standards. If we are unable to adapt in a cost-effective and timely manner a response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations may be materially and adversely affected.

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.

To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. We will also need to continue to expand, train, manage and motivate our workforce and manage our relationships with customers and suppliers. All of these endeavors involve risks, and will require substantial management effort and significant additional expenditures. We may not be able to manage our growth or execute our strategies effectively, and any failure to do so may have a material adverse effect on our business and prospects.

Our marketing strategy of appealing to and growing sales to a more diversified group of users may not be successful.

Our marketing is aimed at reinforcing customer perceptions of our brand as a premium brand, and valuable solution provider of automotive electronics. We aim to provide users with a good user experiences. We cannot assure you that our services or our efforts in products will be successful, which could impact our revenues as well as customer satisfaction and our marketing.

To grow the business over the long term, we must be successful in selling products and services and promoting our brand experiences to a broader scope of customers and more users. We must also execute our diversification strategy without adversely impacting the strength of our brand with core users. Failure to successfully drive demand for our e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles may have a material adverse effect on our business and results of operations.

Our products and services may experience quality problems from time to time, which could result in decreased sales, adversely affect our results of operations and harm our reputation.

Our products and services may contain design and manufacturing defects. There can be no assurance that we will be able to detect and fix all defects in the products and services we offer. Failure to do so could result in lost revenues, significant warranty and other expenses and harm to our reputation.

Additionally, we source and purchase key components in our operations and production from third-party suppliers, such as tires, motors and controllers. The quality and functions of these key components supplied by suppliers may not be consistent with and maintained at our standard, even if we have adopted examination processes when we receive the components. Any defects or quality issues in these key components or any noncompliance incidents associated with these third-party suppliers could result in quality issues with our products, and hence compromise our brand image and results of operations.

We rely heavily on dealers for sales and distribution of our products and our success depends on our offline distribution network.

We have established a distinct retail network to sell our products and services to our dealers. As of November 30, 2022, we had 163 domestic dealers in China, and 36 foreign dealers around the world. We sell products to dealers directly, which are our important business partners to market our products, provide services to end-users, and show our brand images. We rely on these dealers in China to directly interact with and serve our users, but the interest of our dealers may not be entirely aligned with ours or with that of other dealers. As of June 30, 2022, three dealers each accounted for greater than 10% of our net accounts receivable. There can be no assurance that we will be able to maintain our existing relationships with our dealers. Additionally, our existing dealers may not be able to maintain past levels of sales or expand their sales. In addition, as we seek to expand into new regions in China, we cannot assure you that we will be able to successfully establish and maintain relationships with new dealers in these regions on favorable terms or at all.

Furthermore, we cannot assure you that we will be successful in managing our dealers and detecting inconsistencies with our brand image or values or noncompliance with the provisions of our sales agreements by them. Any noncompliance by our dealers could, among other things, negatively affect our brand reputation, demands for our products and our relationships with other dealers. Any of these could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Default in payment by clients that have large account receivable balances could adversely impact our cash flows, working capital, results of operations and financial condition.

Our net accounts receivable balance was $1,052,748 and $1,408,308 as of June 30, 2022 and 2021.

We are subject to the risk that we may be unable to collect accounts receivable in a timely manner, or at all. Such risk was higher as a result of the outbreak of COVID-19 resulting in financial difficulties for certain of our dealers. We extended credit terms to certain dealers during the pandemic as part of our support for dealers. As a result, our dealers may not be able to pay us in a timely fashion and our accounts receivable and allowance for doubtful accounts may accordingly increase. Our liquidity and cash flows from operations may be adversely affected if our accounts receivable cycles or collections periods lengthen or if we encounter a material increase in defaults of payment of our account receivable.

In order to mitigate such risks, we conduct rigorous due diligence checks on the dealers and regularly assess the creditworthiness of corporate account clients. However, these mitigating efforts cannot ensure that we will be able to collect accounts receivable. If the accounts receivable cannot be collected in time, or at all, a significant amount of bad debt expense will occur, and our business, financial condition and results of operation will likely be materially and adversely affected.

We may be subject to product liability claims if people or properties are harmed by our products and we may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.

We are subject to product liability claims for our sold products. As a result, sales of such products could expose us to product liability claims relating to personal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as the manufacturer of the products. In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our products, including any systems or parts sourced from our suppliers, prove to be defective or noncompliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by us or our suppliers, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations.

The e-bicycles, e-moped, e-tricycles, and off-highway four-wheeled electric shuttles, and solutions development for automotive electronics industries experience significant product liability claims and we face inherent risk of exposure to claims in the event our products do not perform as expected or malfunction resulting in property damage, personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our products and business and inhibit or prevent commercialization of our future products which would have material adverse effect on our brand, business, prospects and operating results. As of the date of this prospectus, we do not maintain any insurance to cover product liability claims. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages may have a material adverse effect on our reputation, business and financial condition.

We generally provide various warranties on different components and parts of our products to the dealers. In China, we provide extended quality warranty to our users for terms varying from three months to one year, excluding the vulnerable parts subject to certain conditions, among others, including that warranty only applies to normal use and quality issues. The occurrence of any material defects in our products could make us liable for damages and warranty claims in excess of our current reserves. In addition, we could incur costs to correct any defects, warranty claims or other problems, including costs related to product recalls. Any negative publicity related to the perceived quality of our products could affect our brand image, retailers, dealers and customer demands, and adversely affect our operating results and financial condition. While our warranty is limited to repairs and returns, warranty claims may result in litigation, the occurrence of which could adversely affect our business and operating results.

Our products are subject to safety and other standards issued by the Chinese regulatory authorities and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.

Our products must comply with the safety standards of the market where they are sold. In China, electric vehicles must meet or exceed all mandated safety standards, including national level and local level standards. It is required under these standards to conduct rigorous testing and use approved materials and equipment.

Electric bicycles must meet the safety requirements set out in the Safety Technical Specification for Electric Bicycle (GB17761-2018), or the Electric Bicycle Standard, which was jointly issued by the State Administration for Market Regulation and the National Standardization Administration of China on May 15, 2018 and came into effect on April 15, 2019. Electric vehicles, as one type of the power-driven vehicles, must also meet the safety requirements set out in the Technical Specifications for Safety of Power-Driven Vehicles Operating on Roads (GB7258-2017), which was jointly issued by the AQSIQ and National Standardization Administration of China on September 29, 2017 and took effect in January 1, 2018. Furthermore, the Safety Specifications for Electric Motorcycles and Electric Mopeds (GB24155-2020), which issued by the State Administration for Market Regulation and the National Standardization Administration of China in May 2020 and became effective on January 1, 2021, also stipulates some specific safety requirements for electric motorcycles. There is no guarantee that our products will satisfy the relevant standard and requirements for electric bicycles or motorcycles, and we may be required to satisfy additional industry standards and face regulation changes relating to electric bicycle and motorcycle business in the future. If our models were found to be in non-compliance of relevant laws and regulations, the models in question would be prohibited from being sold in the Chinese market, which would in turn materially and adversely affect our sales and revenue, and cause damage to our brand and result in liabilities.

Furthermore, the electric bicycles and motorcycles must pass various tests, undergo a certification process and finally be affixed with China Compulsory Certification, or CCC, prior to being delivered from the factory, being sold, or being used in any commercial case, and such certification is also subject to periodic renewal. On March 14, 2019, the Opinions of the State Administration for Market Regulation, the MITT and the Ministry of Public Security on Intensifying Supervision of the Execution of National Standards for Electric Bicycles, or the Opinions, was promulgated. The Opinions provide that the market supervision department should strengthen the management of CCC certification for electric bicycles, strengthen inspections of certification agencies and manufacture enterprises, and should only allow vehicles that meet the Electric Bicycle Standards and obtained CCC certification flowing into the market. We have obtained CCC certification for all of our current products, and will try to obtain CCC certification for our future products. There is no guarantee, however, that all series of our products will always comply with the CCC standard and satisfy the requirements of CCC certification, or that we will be able to renew our current certification or certify timely our new products in the future. If our products were found to be in non-compliance with the CCC standard, we would be prohibited from selling electric vehicles in the Chinese market, which would in turn materially and adversely affect our sales and revenue, and cause damage to our brand and result in liabilities.

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

We consider our copyrights, trademarks, trade names, internet domain names, patents and other intellectual property rights invaluable to our ability to continue to develop and enhance our brand recognition. We have invested significant resources to develop our own intellectual property. Failure to maintain or protect these rights could harm our business. We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses, contractual rights and any other agreements to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees and business partners. See “Business—Intellectual Property.” 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. Contractual rights may be breached by counterparties, and there may not be adequate remedies available to us for any such breach.

The measures we take to protect our intellectual property rights may not be sufficient or adequate to prevent infringement on or misuse of our intellectual property. Any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation. Preventing unauthorized uses of intellectual property rights could be difficult, costly and time-consuming, particularly in China. Litigation may be necessary to enforce our intellectual property rights. Initiating infringement proceedings against third parties can be expensive and time-consuming, and divert management’s attention from other business concerns. We may not prevail in litigation to enforce our intellectual property rights against unauthorized use. Furthermore, the practice of intellectual property rights enforcement by the PRC regulatory authorities is subject to significant uncertainty. We may have to resort to litigation to protect our intellectual property rights. Failure to adequately protect our intellectual property could harm our brand name and materially affect our business and results of operations.

The effects of the COVID-19 pandemic restriction policy in China may have a material adverse effect on our business.

In March 2020, the World Health Organization categorized COVID-19 as a pandemic. The spread of the outbreak has caused significant disruptions in the U.S. and global economies, and the impact may continue to be significant during the 2023 calendar year and potentially beyond. We are subject to risks and uncertainties as a result of the COVID-19 pandemic. We continue to evaluate the global risks and the slowdown in business activity related to COVID-19, including the dynamic COVID-Zero policy in China and its potential impacts on our employees, customers, dealers, suppliers and financial results. The dynamic COVID-Zero policy implemented by local governments in China had a material negative impact on our business and financial condition in 2022. From January 1, 2022 to December 1, 2022, there were outbreaks of the Omicron variant of the COVID-19 and the local governments placed lockdowns and mass testing policies in most cities in China, where our dealers and suppliers operate. The travel restrictions, mandatory COVID-19 tests, quarantine requirements and temporary closure of factories and facilities were imposed by local governments including but not limited to Tianjin, Beijing, Guangzhou, Shanghai, and Wuxi in 2022. Shanghai, the economic and logistics center in Yangtze River Delta, was subject to lock-down from April to July 2022, which resulted in severe impacts to our operations in Wuxi, hundreds miles from Shanghai. Our Tianjin factory is located in Wuqing District, Tianjin, close to Beijing. The continuous travel restrictions, mass nucleic acid testing requirements, and other pandemic prevention and control measures negatively impacted the operations of our Tianjin factory in 2022. In particular, the continued spread of COVID-19 and efforts to contain the virus could:

●	impair our ability to manage day-to-day service and product delivery;

●	interrupt our ability to manage the supply chain;

●	continue to impact end users’ demand of our businesses’ products;

●	cause disruptions in or closures of our operations or those of our dealers and suppliers;

●	increase our costs due to emergency measures, delayed payments from dealers and uncollectible accounts;

●	cause delays and disruptions in the supply chain resulting in disruptions in the commercial operation of our businesses;

●	cause limitations on our employees’ ability to work and travel;

●	impact the availability of qualified personnel; and

●	cause other unpredictable events.

In December 2022, the Chinese government announced that it will be downgrading its management of COVID-19 as of January 8, 2023, rolling back some of its stringent anti-COVID-19 restrictions. Those who are infected with mild symptoms and close contacts are now allowed to quarantine at home. Since December 2022, China has been facing a rapid surge in COVID-19 cases. With labor force being infected and not able to work, we may experience a shortage of labor due to the increase of positive cases in China because of the rolling back of these restrictions. We will continue to monitor the impacts on our business and operations caused by the changing COVID-19 restrictions.

Due to the evolving and uncertain nature of this event, we cannot predict at this time the full extent to which the COVID-19 pandemic and the COVID-19 prevention policy implemented by the Chinese government will adversely impact our business, results, and financial condition. We are staying in close communication with our employees, dealers and suppliers, and acting to mitigate the impact of this dynamic and evolving situation, but there is no guarantee we will be able to do so.

We may need to defend ourselves against patent, trademark or other proprietary rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our products, and solutions development for automotive electronics, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. Our applications and uses of patents and trademarks relating to our design, software or artificial intelligence technologies could be found to infringe upon existing patents and trademark ownership and rights.

Additionally, we may fail to own or apply for key trademarks in a timely fashion, or at all, which may damage our reputation and brand. Additionally, we receive from time-to-time letters alleging infringement of patents, trademarks or other intellectual property rights by us. If the similar trademark were to pass the preliminary review by the PRC regulatory authorities, we plan to contest against the application decision in question during the announcement period.

As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively.

As of July 31, 2022, we have two trademarks covering relevant goods/services in China. As of August 26, 2022, we own 29 trademarks such as “LOBOEV,” WEIQI,” “Jinbang” and “youbang” in the 12^th category, vehicle segment, 16 – 3C qualification certificates, and 9 registered patents, 12 copyrights, and three patent applications in China. For our pending applications, we cannot assure you that we will be granted patents pursuant to our pending applications. Even if our patent applications succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented or invalidated in the future.

In addition, the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. It is also possible that the intellectual property rights of others will bar us from licensing and from exploiting any patents that are issued from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

We may be materially and adversely affected by negative publicity.

We rely heavily on our brand image in selling our products. Negative publicity relating to our products and solutions, shareholders, management, employees, operations, suppliers, dealers, industry or products similar to ours, could materially and adversely affect consumer perceptions of our brand and result in decreased demand for our products. As of the date of this prospectus, we had not received any negative publicity. However, there can be no assurance that we will not experience negative publicity in the future or that such negative publicity will not have a material adverse effect on our business, results of operations, financial condition or prospects.

We may fail to comply with legal or regulatory requirements or to obtain or adhere to requirements under relevant licenses, permits, registrations or certificates.

Our manufacturing and other production facilities as well as the packaging, storage, distribution, advertising and labeling of our products, and solutions development for automotive electronics, are subject to extensive legal and regulatory requirements. For example, pursuant to the Opinions of the State Administration for Market Regulation, the MITT and the Ministry of Public Security on Intensifying Supervision of the Execution of National Standards for Electric Bicycles, we must maintain the CCC certification for our products. Loss of or failure to renew or obtain necessary permits, licenses, registrations or certificates could delay or prevent us from meeting product demand, introducing new products, building new facilities or acquiring new business and could materially and adversely affect our operating results. If we are found to be in violation of applicable laws and regulations, we could be subject to administrative punishment, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, future material changes in industry standards, laws and regulations, such as increased restrictions on manufacturers, could result in increased operating costs or affect our ordinary operations, which could also have a material adverse effect on our operations and our financial results. We largely rely on our self-established standards concerning the production and quality control of such products. While we are committed to producing high-quality products, there can be no assurance that our current production or quality control standards will satisfy any applicable laws and regulations that may come into effect in the future.

We are subject to a variety of costs and risks due to our continued expansion that may not be successful and could adversely affect our profitability and operating results.

We may enter into new geographic markets where we have limited or no experiences in marketing, selling, and localizing and deploying our products. We also may increase the capacity of manufacture, sales, and operations. Business expansion may be subject to risks such as:

● costs associated with establishing new distribution networks;

● difficulty finding qualified dealers in the new markets;

● difficulty integrating new operations or new product manufacture;

● difficulties staffing and with management techniques; and

● burdens of complying with a wide variety of local laws and regulations.

The occurrence of any of these risks could negatively affect our business in the new markets and consequently our business and operating results. In addition, the concern over these risks may also prevent us from entering into or releasing certain of our smart e-scooters in certain markets.

We rely on third-party logistic service providers to deliver our online direct sales orders and certain overseas orders.

We typically rely on third-party logistic service providers to deliver our online direct sales orders and certain overseas orders. Damage or disruption to our distribution logistics due to disputes, weather, natural disasters, fire, explosions, terrorism, pandemics or labor strikes could impair our ability to distribute or sell our products. Inadequate third-party logistics services could also potentially disrupt our distribution and sales and compromise our business reputation. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations, as well as require additional resources to restore our supply chain.

Our operations may be interrupted by production difficulties due to mechanical failures, utility shortages or stoppages, fire, natural disaster or other calamities at or near our facilities.

We are reliant on equipment and technology in our facilities for the production and quality control of our products, and our operations are subject to production difficulties such as capacity constraints of our production facilities, mechanical and systems failures and the need for construction and equipment upgrades, any of which may cause the suspension of production or/and reduced output. There can be no assurance that we will not experience problems with our equipment or technology in the future or that we will be able to address any such problems in a timely manner. Problems with key equipment or technology in one or more of our production facilities may affect our ability to produce our products or cause us to incur significant expense to repair or replace such equipment or technology. Also, scheduled and unscheduled maintenance programs may affect our production output. Any of these could have a material adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, we depend on a continuous supply of utilities, such as electricity and water, to operate our production facilities. Any disruption to the supply of electricity or other utilities to our production facilities may disrupt our production, or cause the deterioration or loss of our inventory. This could adversely affect our ability to fulfill our sales orders and consequently may have an adverse effect on our business and results of operations. In addition, our operations are subject to operational risks. Fire, natural disasters, pandemics or extreme weather, including earthquakes, droughts, floods, typhoons or other storms, or excessive cold or heat could cause power outages, fuel shortages, water shortages, damage to our production, processing or distribution facilities or disruption of transportation channels, any of which could impair or interfere with our operations. We cannot assure you that these events will not happen in the future or that we will be able to take adequate measures to mitigate the potential impact of such events, or to effectively respond to such events if they occur, which could materially and adversely affect our business, financial condition and results of operations.

If our suppliers or dealers fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.

Our core values, which include developing competitive products and solutions development for automotive electronics while operating with integrity, are an important component of our brand image, which makes our reputation sensitive to allegations of unethical business practices. We do not control the business practices of our independent suppliers or dealers. Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibilities and fair wage practices. A lack of demonstrated compliance could lead us to seek alternative suppliers or dealers which could increase our costs and results in delayed delivery of our products or other disruptions of our operations.

Violation of labor or other laws by our suppliers or dealers or the divergence of their labor or other practices from those generally accepted as ethical in the markets in which we do business could also attract negative publicity for us and our brand. This could diminish the value of our brand image and reduce demand for our products if, as a result of such violation, we were to attract negative publicity. If we, or other players in our industry, encounter similar problems in the future, it could harm our brand image, business, prospects, results of operations and financial condition.

Our success depends on our ability to retain our core management team and other key personnel.

Our performance depends on the continued service and performance of our directors, officers and senior management as they are expected to play an important role in guiding the implementation of our business strategies and future plans. If any of our directors, officers or any members of our senior management were to terminate their service or employment, there can be no assurance that we would be able to find suitable replacements in a timely manner, at acceptable cost or at all. The loss of services of key personnel or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects. Additionally, we rely on our research and development personnel for product development and technology innovation. If any of our key research and development personnel were to leave us, we cannot assure you that we can secure equally competent research and development personnel in a timely manner, or at all.

Higher employee costs and inflation may adversely affect our business and our ability to achieve or maintain profitability.

China’s overall economy and the average wage in China have increased in recent years and are expected to grow. The average wage level for our employees has also increased in recent years. We expect that our employee costs, including wages and employee benefits, will increase. Unless we are able to pass on these increased employee costs to those who pay for our products and services, our ability to achieve or maintain profitability and our results of operations may be materially and adversely affected.

Our costs and expenses may also be affected by China’s inflation level. Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9%, 2.5% and 0.9%, respectively. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

We rely substantially on external suppliers for certain components and raw materials used in our products.

We purchase certain key components and raw material, such as batteries, motors, tires, battery chargers and controllers from external suppliers for use in our operations and production of products, and a continuous and stable supply of these components and raw materials that meet our standards is crucial to our operations and production. We normally enter into one-year procurement agreements with our main external suppliers. We expect to continue to rely on external suppliers for a substantial percentage of our production requirements in the future. We had no supplier accounting for greater than 10% of our total purchases in 2020 and 2021, respectively. We cannot assure you that we will be able to maintain our existing relationships with these suppliers and continue to be able to source electric motors, batteries or other key components and raw materials we use in our products on a stable basis and at a reasonable price or at all. For example, our suppliers may increase the prices for the components or materials we purchase and/or experience disruptions in their production of the components or materials.

The supply chain also exposes us to multiple potential sources of delivery failure or component shortages. While we obtain components from multiple sources whenever possible, some of the components used in our products are purchased by us from a single source. In the event that the supply of key components is interrupted for whatever reason or there are significant increases in the prices of these key components, our business, financial condition, results of operations and prospects may be materially and adversely affected. Additionally, changes in business conditions, force majeure, governmental changes and other factors beyond our control or that we do not presently anticipate could also affect our suppliers’ ability to deliver components to us on a timely basis.

We incur significant costs related to procuring components and raw materials required to manufacture and assemble our products. The prices for the components and raw materials fluctuate depending on factors beyond our control including market conditions and demand for these components and materials. Substantial increases in the prices for the components or raw materials we use in producing our products would increase our costs and reduce our margins. Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects. To date, we have not experienced cybersecurity attacks in our supply chain.

Any significant cybersecurity incident or disruption of our information technology systems or those of third-party partners could materially damage user relationships and subject us to significant reputational, financial, legal and operation consequences.

We depend on our information technology systems, as well as those of third parties, to develop new products and services, store data, process transactions, respond to user inquiries, and manage inventory and our supply chain. Any material disruption or slowdown of our systems or those of third parties whom we depend upon could cause outages or delays in our manufacture, which could harm our brand and adversely affect our operating results. We rely on cloud servers maintained by cloud service providers to store our data, and all of the data we collect are hosted at third-party cloud service providers.

Problems with our cloud service providers or the telecommunications network providers with whom they contract could adversely affect the user experience delivered by us. Our cloud service providers could decide to cease providing us services without adequate notice. Any change in service levels at our cloud servers or any errors, defects, disruptions or other performance problems with our information technology systems could harm our brand and may damage the data of our users. If changes in technology cause our information technology systems, or those of third parties whom we depend upon, to become obsolete, or if our or their information systems are inadequate to handle our growth, we could lose users, and our business and operating results could be adversely affected.

Changes in international trade policies, or the escalation of tensions in international relations, particularly with regard to China, may adversely impact our business and operating results.

There have been heightened tensions in international relations, particularly between the United States and China in recent years. The U.S. government has made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. In January 2020, the “Phase One” agreement was signed between the United States and China on trade matters. However, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters. Any unfavorable government policies on international trade, such as capital controls or tariffs, or the U.S. dollar payment and settlement system may affect the demand for our products, impact the competitive position of our products, prevent us from selling products in certain countries, or even our participation in the U.S. dollar payment and settlement system, which would materially and adversely affect our international operations, results of operations and financial condition. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tensions, such changes could have an adverse effect on our business, financial condition and results of operations.

In addition to trade related tensions between China and the United States, the U.S. government escalated tensions between the U.S. and China in recent years by revoking Hong Kong’s special trading status. Also, the Congress of the United States enacted the Uyghur Forced Labor Prevention Act (UFLPA) in December 2021. Effective from June 21, 2022, the UFLPA creates a rebuttable presumption that goods mined, produced, or manufactured (wholly or in part) in China’s Xinjiang Uyghur Autonomous Region are made with forced labor, where goods designated as such will be subject to an import ban into the United States. The President of the United States may also impose sanctions on companies that knowingly engage in, are responsible for, or facilitate forced labor in Xinjiang. Our factories are not in the Xinjiang Uyghur Autonomous Region of China (“XUAR”), and therefore, we do not experience labor shortages that impact our daily business. We are in the process of implementing policies and controls to mitigate risk of forced labor in our supply chain, and we do not believe that our suppliers source materials from the XUAR. However, these legal and policy developments could disrupt our supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations. To the extent we identify any potential non-compliance by any of our suppliers, we may have to find and establish relationships with alternative qualified suppliers under commercially acceptable terms. We cannot assure you that we will be able to do so in a timely manner. Under extreme situations, we may be subject to negative publicities or even be subject to regulatory actions, which may negatively affect our reputation and brand image, our business and results of operations, and may materially and adversely affect the price of our ordinary shares.

Recently, the war in Ukraine and sanctions on Russia increased the uncertainties in the relations between China and the United States, and tensions between these two countries could be heightened as a result. These tensions have affected both diplomatic and economic ties between the two countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the two major economies. The impacts of the war in Ukraine and sanctions on Russia to our business are very limited because we do not source our raw materials from the European Union, Russia, or Ukraine and can seek alternative suppliers to our current suppliers in China without undue cost or effort. The prices of main raw materials used in our products, including engineering plastics, steel, rubber, lead-acid batteries, and lithium ion battery remain stable in 2022. However, the existing tensions and any further deterioration in international relations may have a negative impact on the general, economic, political, and social conditions in China and, given our reliance on the Chinese market, adversely impact our business, financial condition, and results of operations.

Our business plans require a significant amount of capital. In addition, our future capital needs may require us to issue additional equity or debt securities that may dilute the interests of our shareholders or introduce covenants that may restrict our operations or our ability to pay dividends.

We will need significant capital to, among other things, conduct research and development and expand our production capacity as well as roll out new products. We also expect to require significant capital and incur substantial costs in upgrading and expanding our manufacturing plant in China. As we ramp up our production capacity, operations, and research and development, we may also require significant capital to maintain our property, plant and equipment and such costs may be greater than anticipated.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.

Our products and services may be considered discretionary items for some consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, and other factors, such as consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment and tax rates. As global economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

As of the date of this prospectus, we do not have insurance coverage, which could expose us to significant costs and business disruption.

We are exposed to various risks associated with our business and operations, and we do not have liability insurance coverage. A successful liability claim against us due to injuries or damages suffered by our users could materially and adversely affect our reputation, results of operations and financial conditions. Even if unsuccessful, such a claim could cause us adverse publicity, require substantial costs to defend, and divert the time and attention of our management. In addition, we do not have any business disruption insurance. Any business disruption event could result in substantial costs to us and a diversion of our resources.

Competition for highly skilled personnel is often intense and we may incur significant costs or be unsuccessful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs.

We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, if any of our senior management or key personnel joins a competitor or engages in a competing business, we may lose business, knowhow, trade secrets, business partners and key personnel. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Thus, our ability to attract or retain highly skilled employees may be adversely affected by declines in the perceived value of our equity or equity awards. Furthermore, there are no assurances that the number of shares reserved for issuance under our share incentive plans will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees.

We are or may be subject to risks associated with our joint research arrangement, strategic alliances or acquisitions.

We have entered into joint research and development agreements with Jiangsu Research Institute of Dalian University of Technology and Jinan University, respectively, to conduct research and development in several different prospects. We may in the future enter into joint research and development agreements with various third parties to further our business purpose from time to time. The collaborations could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

In addition, although we have no current acquisition plans, if appropriate opportunities arise, we may acquire additional assets, products, technologies or business that are complementary to our existing business. In addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable PRC laws and regulations, which could result in increased delay and costs, and may derail our business strategy if we fail to do so. Furthermore, past and future acquisitions and the subsequent integration of new assets and business into our own require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Acquired assets or business may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

Our business could be adversely affected by trade tariffs or other trade barriers.

Starting from early 2018, the U.S. announced the imposition of tariffs on Chinese goods entering the United States and both China and the U.S. each imposed additional tariffs. The United States may also in the future impose tariffs on the importation of consumer products that may affect our business, including, among others, electric vehicles. In addition, the European Union has recently imposed tariffs on imports of e-bikes, which are defined as cycle with pedal assistance and an auxiliary electric motor, originating in the PRC. We currently export e-bikes into the United States, the Republic of Korea, ASEAN countries, and Latin American countries through our dealers, and we may increase our export volume through our dealers. To date, the impact of export restrictions, sanctions, tariffs, trade barriers, or political or trade tensions from these countries to our products is limited. However, ASEAN countries, and Latin American countries may in the future also impose tariffs on electric vehicles or other products that we currently sell to them, which may cause us to incur significant additional costs to conduct business and operation in the these countries. It is not yet clear what impact these tariffs may have or what actions other governments, including the Chinese government, may take in retaliation. In addition, these developments could have a material adverse effect on global economic conditions and the stability of global financial markets. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Doing Business in China

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

Substantially all of our revenues are expected to be derived in China in the near future and most of our operations, including all of our manufacturing, is conducted in China. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The PRC government exercises significant control over China’s economic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. While the PRC economy has experienced significant growth over the past decades, that growth has been uneven across different regions and between economic sectors and the significant economic growth may not continue, as evidenced by the slowing of the growth of the Chinese economy since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, leading to reduction in demand for our products and services and adversely affect our competitive position.

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. Our PRC subsidiaries are foreign-invested enterprises and are subject to laws and regulations applicable to foreign-invested enterprises as well as various Chinese laws and regulations generally applicable to companies incorporated in China. However, 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.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since the 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 protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.

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

We are a holding company, and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries 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. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. As of June 30, 2022, the Company recorded a total statutory reserve of $325,953. For a detailed discussion of applicable PRC regulations governing distribution of dividends, please refer to “PRC Regulations – Regulation of Dividend Distributions”. Additionally, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us.

Any limitation on the ability of our PRC subsidiaries 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.

Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.

China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to those who pay for our services, our profitability and results of operations may be materially and adversely affected.

In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law and its implementation rules, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employee’s probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.

In October 2010, the SCNPC promulgated the PRC Social Insurance Law, effective on July 1, 2011. On April 3, 1999, the State Council promulgated the Regulations on the Administration of Housing Funds, which was amended on March 24, 2002. Companies registered and operating in China are required under the Social Insurance Law and the Regulations on the Administration of Housing Funds to apply for social insurance registration and housing fund deposit registration within 30 days of their establishment and to pay for their employees different social insurance including pension insurance, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to the extent required by law. We could be subject to orders by the competent labor authorities for rectification and failure to comply with the orders may further subject us to administrative fines.

According to the Provisional Regulations on Labor Dispatch implemented on March 1, 2014, the employer can only use dispatched workers for temporary, auxiliary or substitute positions. Additionally, the employer shall not use more dispatched workers than 10% of the total number of employees, and if this proportion is exceeded, the employer must not use any additional dispatched workers.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practices do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. We cannot assure you that we have complied or will be able to comply with all labor-related law and regulations including those relating to obligations to make social insurance payments and contribute to the housing provident funds. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations will be adversely affected.

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

The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of Renminbi to the U.S. dollar, and Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2020, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. Furthermore, the exchange rate between Renminbi and the currencies of emerging markets also fluctuated in 2022 due to the U.S. dollar’s rise, with Renminbi appreciated against the currencies of emerging markets. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future. Our export to the emerging markets may be substantially affected by the fluctuation of the exchange rate among Renminbi, the U.S. dollar, and the currencies of emerging markets.

There remains significant international pressure on the PRC government to adopt a more flexible currency policy. Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position. For example, to the extent that we need to convert U.S. dollars we receive from this initial public offering into Renminbi to pay our operating expenses, appreciation of Renminbi 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 Renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings.

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 Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

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 our offshore offerings to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We are an offshore holding company with most of our operations conducted in China. Under PRC laws and regulations, we are permitted to utilize the proceeds from this offering to make loans to our PRC subsidiaries, or to make additional capital contributions to our PRC subsidiaries, or to establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or to acquire offshore entities with business operations in China in an offshore transaction, subject to applicable government registration, statutory limitations on amount and approval requirements, each of which is subject to PRC regulations and approvals or registration.

If we decide to finance our wholly-owned PRC subsidiary by means of capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with the Ministry of Commerce, or registration with other governmental authorities in China. If we provide funding to our foreign wholly-owned subsidiaries through shareholder loans, (a) in the event that the foreign debt management mechanism as provided in the Measures for Foreign Debts Registration and Administration and other relevant rules applies, the balance of such loans cannot exceed the difference between the total investment and the registered capital of the subsidiaries and we will need to register such loans with the SAFE or its local branches, or (b) in the event that the mechanism as provided in the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or PBOC Notice No. 9 applies, the balance of such loans will be subject to the risk-weighted approach and the net asset limits and we will need to file the loans with the SAFE in its information system pursuant to applicable requirements and guidelines issued by the SAFE or its local branches. Pursuant to PBOC Notice No.9, upon expiry of the one-year transition period commencing on January 11, 2017, the PBOC and the SAFE would determine the cross-border financing administration mechanism for FIEs after evaluating the overall results of implementing PBOC Notice No.9. As of the date of this prospectus, neither the PBOC nor the SAFE has promulgated and made public any further rules, regulations, notices, or circulars in this regard. However, it is uncertain what mechanism will be adopted by the PBOC and the SAFE in the future and what statutory limits will be imposed on loans provided by an offshore entity like our company to its PRC subsidiaries.

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 registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received or expect to receive from our offshore offerings 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.

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

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. 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 the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, approval from or registration with appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

Since 2016, the PRC government has tightened its foreign exchange policies again and increased scrutiny of major outbound capital movement. More restrictions and a substantial vetting process have been put in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may also restrict access in the future to foreign currencies for current account transactions, at its discretion. We receive substantially all of our revenues in RMB. 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.

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

On July 4, 2014, 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, which replaced the former Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles (generally known as SAFE Circular 75) promulgated by SAFE on October 21, 2005. On February 13, 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Circular 13, which took effect on June 1, 2015. This SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their direct establishment or indirect control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. Qualified local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 since June 1, 2015.

According to Circular 37 and Circular 13, our shareholders or beneficial owners who are PRC residents are subject to Circular 37 or other foreign exchange administrative regulations in respect of their investment in our Company. If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiaries may be prohibited from distributing their profits and any 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 subsidiaries. Moreover, failure to comply with SAFE registration requirements could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

To the best of our knowledge, our PRC resident shareholders who: (i) directly or indirectly hold shares in our BVI holding company and (ii) are known to us, have completed the application for foreign exchange registrations for their foreign investment in our company in accordance with Circular 37 and Circular 13.

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

On August 8, 2006, six PRC regulatory authorities, including the MOFCOM and other government authorities jointly issued the Rules on Mergers and Acquisitions of Domestic Enterprise by Foreign Investors which was effective as of September 8, 2006, and amended on June 22, 2009 (the “M&A Rules”). The M&A Rules, and other recently adopted 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. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if any important Industry is concerned, such transaction involves factors that impact or may impact national economic security, or such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand.

Moreover, the Anti-monopoly Law of the PRC promulgated by the SCNPC effective in August 2008 and the Provisions of the State Council on the Thresholds for Declaring Concentration of Business Operators require that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by anti-monopoly enforcement authority before they can be completed.

In the future, we may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

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 PRC resident enterprise. 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 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 Circular 82 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 that none of our entities outside of China is 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 are a PRC resident enterprise for enterprise income tax purposes, we will be subject to the enterprise income tax on our global income at the rate of 25% and we will be required to comply with PRC enterprise income tax reporting obligations. In addition, 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.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

In February 2015, the State Administration of Taxation issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends such administration’s tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides certain criteria 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. SAT Public Notice 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 issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax.

We face uncertainties on the reporting and consequences of future private equity financing transactions, share exchanges 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 SAT Public Notice 7 and SAT Bulletin 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.

If the custodians or authorized users of controlling non-tangible assets of our company, including our corporate chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations could be materially and adversely affected.

Under PRC law, legal documents for corporate transactions are executed using the chops or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant branch of the Administration of Industry and Commerce.

Although we usually utilize chops to enter into contracts, the designated legal representatives of each of our PRC subsidiaries have the apparent authority to enter into contracts on behalf of such entities without chops and bind such entities. All designated legal representatives of our PRC subsidiaries and its subsidiaries are members of our senior management team who have signed employment agreements with us or our PRC subsidiaries and its subsidiaries under which they agree to abide by various duties they owe to us. In order to maintain the physical security of our chops and chops of our PRC entities, we generally store these items in secured locations accessible only by the authorized personnel in the legal or finance department of each of our subsidiaries. Although we monitor such authorized personnel, there is no assurance such procedures will prevent all instances of reckless or negligence. Accordingly, if any of our authorized personnel misuse or misappropriate our corporate chops or seals, we could encounter difficulties in maintaining control over the relevant entities and experience significant disruption to our operations. If a designated legal representative obtains control of the chops in an effort to obtain control over any of our PRC subsidiaries, we or our PRC subsidiary would need to pass a new shareholder or board resolution to designate a new legal representative and we would need to take legal action to seek the return of the chops, apply for new chops with the relevant authorities, or otherwise seek legal redress for the violation of the representative’s fiduciary duties to us, which could involve significant time and resources and divert management attention away from our regular business. In addition, the affected entity may not be able to recover corporate assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee relies on the apparent authority of the representative and acts in good faith.

Our leased property interest may be defective and our right to lease the properties may be affected by such defects challenged, which could cause significant disruption to our business.

As of July 31, 2022, we leased eight premises in China. Under PRC law, all lease agreements are required to be registered with the local housing authorities. The landlords of these premises may have not completed the registration of their ownership rights or the registration of our leases with the relevant authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential monetary fines. If these registrations are not obtained in a timely manner or at all, we may be subject to monetary fines or may have to relocate our offices and incur the associated losses.

If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Measures”) for public comment. It should be noted that neither the Administrative Provisions nor the Measures have come into effect as of the date of this prospectus.

Furthermore, on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures”, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. On July 7, 2022, the CAC released the Measures for the Security Assessment of Cross-Border Data, which became effective on September 1, 2022. Given the recent issuance of the Measures for the Security Assessment of Cross-Border Data, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

We manufacture and sell our products primarily in China. Our subsidiaries in China do not collect or store any data (including certain personal information) from our individual end-users, who may be PRC individuals. As of date of this prospectus, we have not collected and stored personal information from our individual end-users. As a result, the likelihood of us being subject to the review of the CAC is remote. As of the date of this prospectus, we have been advised by DeHeng Law Offices, our counsel as to PRC law, that our registered public offering in the U.S. is not subject to the review or prior approval of the CAC or the CSRC, and we reasonably believe that we are compliant with the regulations or policies that have been issued by the CAC to date. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in China could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

The approval of or clearance by the CSRC, the CAC and other compliance procedures may be required in connection with this offering, and, if required, we cannot predict whether we will be able to obtain such approval or clearance.

The M&A Rules require an overseas special purpose vehicle that is controlled by PRC companies or individuals formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose vehicle or held by its shareholders as considerations to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. However, the application of the M&A Rules remains unclear. If CSRC approval in connection with the M&A Rules is required, it is uncertain whether it would be possible for us to obtain the approval. Any failure to obtain or delay in obtaining such CSRC approval for this offering would subject us to sanctions imposed by the CSRC and other PRC regulators.

While the application of the M&A Rules remains unclear, we believe, that the CSRC approval is not required in the context of this offering, because (1) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings under this prospectus are subject to the M&A Rules; and (2) our PRC subsidiaries were not established by merger with or acquisition of PRC domestic companies as defined under the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented, and the opinion of our PRC counsel is 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 the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules that would require us to obtain CSRC or other governmental approvals for any such offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies, which may include fines and penalties on our operations in China, limitations on our operating privileges in China, delays in or restrictions on the repatriation of the proceeds from any such offering into China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, or other actions that could have a material and adverse effect on our business, reputation, financial condition, results of operations, 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 any such offering before the settlement and delivery of the Ordinary Shares that we are offering. In addition, if the CSRC or other 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.

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 Severe and Lawful Crackdown on Illegal Securities Activities, which were made available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, on December 28, 2021, the CAC and other ministries and commissions (including the CSRC) announced the adoption of the Cybersecurity Review Measures, which became effective on February 15, 2022 and provide that network platform operators possessing personal information of more than one million individual users must undergo a cybersecurity review by the CAC when they seek to have their securities listed on a foreign stock exchange. These policies and any related implementation rules to be enacted may subject us to additional compliance requirements. As of the date of this prospectus, no official guidance or related implementation rules have been issued in relation to these recently issued opinions, and the interpretation and implementation of these opinions remain unclear at this stage.

Neither we nor any of our subsidiaries has obtained the approval or clearance from either the CSRC, the CAC or any other regulators in China for this offering. We cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. If we are subject to additional requirements that we obtain the approval or clearance from either the CSRC, the CAC or any other regulators in China for this offering but fail to obtain such approval or clearance, we will not be able to pursue this offering any further. If we attempt to pursue this offering without obtaining such approval or clearance from regulators in China, even if it is rejected or granted, but later rescinded, or if we inadvertently conclude that such approvals are not required, we may face severe and expansive sanctions imposed by regulators in China, including fines and penalties on our operations in China, limitations on our operating privileges in China, 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 subsidiaries in China, forced delisting of the Ordinary Shares, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of the Ordinary Shares. The CSRC or other regulators in China may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the 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 the 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 regulators in China 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.

Our Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCA Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

The HFCA Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such ordinary shares from being traded on a national securities exchange or in the over the counter trading market in the U.S.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCA Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

Furthermore, various equity-based research organizations have recently published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny on us, regardless of its lack of merit, could cause the market price of our ordinary shares to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.

Our auditor, the 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’s registration with the PCAOB took effect in September 2020 and it is currently subject to PCAOB inspections. The PCAOB currently has access to inspect the working papers of our auditor. 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 the audit of our financial statements.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether the framework will be fully complied, which could cause the market price of our ordinary shares to be materially and adversely affected, and our securities could be delisted and prohibited from being traded on the national securities exchange earlier than would be required by the HFCA Act. If our securities are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares. On December 15, 2022, the PCAOB issued a Determination Report which determined that the PCAOB (1) is able to select engagements, audit areas, and potential violations to be reviewed or investigated, (2) has timely access to, and the ability to retain and use, any document or information that the PCAOB considers relevant to an inspection or investigation, and (3) is able to conduct inspections and investigations in a manner consistent with the provisions of the Act and the rules of the PCAOB, as interpreted and applied by the PCAOB. Consequently, the PCAOB concluded that in the absence of any evidence that authorities in the PRC currently are taking any positions to impair the PCAOB’s ability to execute its statutory mandate with respect to inspections or investigations, the HFCA Act dictates that the PCAOB vacate the 2021 Determinations. As required by the HFCA Act, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether the PCAOB should issue a new determination.

Risks Related to Our Securities and This Offering

There has been no public market for our Ordinary Shares prior to this offering, and you may not be able to resell our shares at or above the price you paid, or at all.

We intend to apply to list our Ordinary Shares on the Nasdaq, but we cannot guarantee an active trading market for our Ordinary Shares following this offering. 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 and adversely affected. You may not be able to sell your shares quickly or at the market price in this case. Negotiations between us and the underwriters will determine the offering price for our Ordinary Shares and the offering price may bear no relationship to the market price for our Ordinary Shares after this offering. In addition, the market price of our Ordinary Shares may decline below the offering price. Furthermore, an inactive market may also impair our ability to raise capital by selling shares of our Ordinary Shares and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of Ordinary Shares as consideration.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.

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.

In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

●	variations in our revenues, earnings, cash flow and data related to our user base or user engagement;

●	announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

●	announcements of new product and service offerings, solutions and expansions by us or our competitors;

●	changes in financial estimates by securities analysts;

●	detrimental adverse publicity about us or our industry;

●	additions or departures of key personnel;

●	release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

●	potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Furthermore, since this offering is being conducted on a underwritten basis and the actual public offering price per share were determined by and among the underwriters, the purchasers, and us at the time of pricing and, as is typical, may be at a discount to the then-current, per-share market price of our Ordinary Shares, these factors may also negatively affect the market price of our Ordinary Shares.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we had 5,700,000 Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 7,900,000 Ordinary Shares outstanding immediately after this offering, assuming no exercise of the related warrants. In connection with this offering, our directors and officers named in the section “Management,” and certain shareholders have agreed not to sell any Ordinary Shares until 180 days after the date of this prospectus without the prior written consent of the representative, subject to certain exceptions. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares. See “Plan of Distribution” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Techniques employed by short sellers may drive down the market price of the Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short seller attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for return on your investment.

We currently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value in the future or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Ordinary Shares in this offering, you will pay more for each Ordinary Shares than the corresponding amount paid by existing shareholders for their Ordinary Shares. If you purchase Ordinary Shares in this offering at a public offering price of $4.00 per share, you will suffer immediate and substantial dilution of approximately US$2.57 per share in the net tangible book value of the Ordinary Shares, assuming no exercise of the related warrants. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

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 our share price.

We plan to use the net proceeds of this offering primarily for working capital purposes. See “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

As a company incorporated in the British Virgin Islands, we may adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As a business company incorporated in the BVI that is listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI which is our home country, may differ significantly from Nasdaq corporate governance listing standards. Currently, we do not plan to rely on the home country practice with respect to our corporate governance after we complete this offering. However, if we choose to follow the home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

We are a BVI company and, because judicial precedent regarding the rights of shareholders is more limited under BVI law than under U.S. law, you may have less protection for your shareholder rights than you would under U.S. law.

Our corporate affairs are governed by our memorandum and articles of association as amended and restated from time to time (which shall be referred to as “Memorandum and Articles of Association” hereinafter), the BVI Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as that from English common law, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the BVI. As a result of all of the above, holders of our shares may have more difficulty in protecting their interests through actions against our management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

The laws of the British Virgin Islands may provide less protection for minority shareholders than those under U.S. law, so minority shareholders may have less recourse than they would under U.S. law if the shareholders are dissatisfied with the conduct of our affairs.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands for business companies is limited.

We are a foreign private issuer and, as a result, will not be subject to U.S. proxy rules and will be subject to more lenient and less frequent Exchange Act reporting obligations than a U.S. issuer.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

●	the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

●	the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and impose liability on insiders who profit from trades made in a short period of time; and

●	the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Ordinary Shares.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, President Obama signed into law the JOBS Act. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold non-binding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Ordinary Shares to be 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.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

Our principal shareholders have substantial influence over our company. Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions.

As of the date of this prospectus, our executive officers and directors, together with our existing shareholders, beneficially own approximately 5,700,000 Ordinary Shares. Upon the completion of this offering, they will beneficially own approximately 72.2% of our outstanding Ordinary Shares, assuming the representative does not exercise its over-allotment option.

Accordingly, our executive officers and directors, together with our existing shareholders, could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. In cases where their interests are aligned and they vote together, these shareholders will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Upon the completion of this offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Mr. Huajian Xu, our Chairman and CEO, will beneficially own 42.77% of our Ordinary Shares and will be able to exercise 42.77% of the total voting power of our issued and outstanding shares, assuming no exercise of the over-allotment option by the underwriter.

As long as our officers and directors, either individually or in the aggregate, own at least 50% of the voting power of our company, we are a “controlled company” as defined under Nasdaq Market place Rules.

For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

● an exemption from the rule that a majority of our board of directors must be independent directors;

● an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and

● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

British Virgin Islands law does not impose any fiduciary or other duties on a majority or controlling shareholder in respect of the company or any minority shareholders. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.

Our corporate affairs are governed by our Memorandum and Articles of Association, the BVI Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law.

Shareholders of BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a member. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the Board of Directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our board of directors, management or controlling shareholders than they would as public shareholders of a U.S. company.

We may not be able to pay any dividends on our Ordinary Shares in the future due to BVI law.

Under BVI law, we may only pay dividends to our shareholders if the value of our assets exceeds our liabilities and we are able to pay our debts as they become due. We cannot give any assurance that we will declare dividends of any amounts, at any rate or at all in the future. Future dividends, if any, will be at the discretion of our Board of Directors, and will depend upon our results of operations, cash flows, financial condition, payment to us of cash dividends by our subsidiaries, capital needs, future prospects and other factors that our directors may deem appropriate.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares and could entrench management.

Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable. However, under BVI law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association, as amended and restated from time to time, as they believe in good faith to be in the best interests of our Company.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, or SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We may be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could have a materially adverse effect on our business.

We are subject to various anti-corruption laws that prohibit companies and their dealers from making improper payments or offers of payments for the purpose of obtaining or retaining business. We may conduct business in countries and regions that are generally recognized as potentially more corrupt business environments. Activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or dealers that could be in violation of various anti-corruption laws, including the United States Foreign Corrupt Practices Act (the “FCPA”). We have implemented safeguards and policies to discourage these practices by our employees and dealers but we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees or dealers. If our employees or dealers violate our policies or we fail to maintain adequate record keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations of the FCPA or other anti-corruption laws, or allegations of any such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, combined financial condition and results of operations.

If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.

Assuming our Ordinary Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

● a limited availability of market quotations for our Ordinary Shares;

● reduced liquidity for our Ordinary Shares;

● a determination that our Ordinary Shares are “penny stock”, which would 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;

● a limited amount of news about us and analyst coverage of us; and

● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Shares will be listed on Nasdaq, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

	●	assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

	●	our ability to execute our growth, and expansion, including our ability to meet our goals;

	●	current and future economic and political conditions;

	●	our capital requirements and our ability to raise any additional financing which we may require;

	●	our ability to attract customers and dealers and further enhance our brand recognition;

	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

	●	the COVID-19 pandemic;

	●	trends and competition in the electric vehicle industry; and

	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the British Virgin Islands as a BVI Business Company with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being a BVI Business Company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides less protections for investors. In addition, British Virgin Islands companies do not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, certain 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 investors to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors.

We have appointed Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

We have been advised by, Ogier, that the United States and the BVI do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general 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 enforceable in the BVI. We have also been advised that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the British Virgin Islands under the common law doctrine of obligation.

We incorporated in the BVI in order to enjoy the following benefits: (1) political and economic stability; (2) an effective judicial system; (3) a favorable tax system; (4) the absence of exchange control or currency restrictions; and (5) the availability of professional and support services. However, certain disadvantages accompany incorporation in the BVI. These disadvantages include, but are not limited to, the following: (1) the BVI 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 (2) BVI 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.

Ogier has further advised us that there is uncertainty as to whether the BVI 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.

DeHeng Law Offices, our counsel as to PRC law, has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments under certain circumstances in accordance with the requirements of the PRC Civil Procedure Law. DeHeng Law Offices has advised us further that under PRC law, a foreign judgment that does not otherwise violate basic legal principles, state sovereignty, safety or social public interest may be recognized and enforced by a PRC court, based either on bilateral treaties or international conventions contracted by China and the country where the judgment is made or on reciprocity between jurisdictions. As there currently exists no bilateral treaty, international convention or other form of reciprocity between China and the United States governing the recognition of judgments, including those predicated upon the liability provisions of the U.S. federal securities laws, it would be highly unlikely that a PRC court would enforce judgments rendered by U.S. courts.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $4.00 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $8.0 million if the underwriters do not exercise their over-allotment option, and $9.0 million if the underwriters exercise their over-allotment option in full.

We plan to use the net proceeds we receive from this offering for the following purposes:

	●	approximately 40% for upgrade and expansion of manufacturing facilities;

	●	approximately 10% for research and development; and

	●	approximately 50% for working capital.

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. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments. To the extent that our actual net proceeds is not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

DIVIDEND POLICY

We have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the British Virgin Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Risk Factors—Risks Related to Doing Business in China—We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.”

Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under British Virgin Islands law, namely that we may only pay dividends if we are solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the ordinary course of business; and the value of assets of our company will not be less than the sum of our total liabilities. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Please see the section entitled “Material Income Tax Considerations” beginning on page 136 of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2022:

	●	on an actual basis; and

	●	on an as 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 $4.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, and the estimated offering expenses payable by us.

You should read this capitalization table in conjunction with “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.

	June 30, 2022
	Actual			As adjusted (Over-allotment option not exercised)			As adjusted (Over-allotment option exercised in full)
	$						$
Long-term loan		209,014			209,014			209,014

Shareholders’ Equity:
Ordinary Shares, $0.001 par value, 5,700,000 Ordinary Shares authorized, 5,700,000 Ordinary Shares issued and outstanding on an actual basis; 7,900,000 Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is not exercised, and 8,230,000 Ordinary Shares issued and outstanding, as adjusted assuming the over-allotment option is exercised in full		5,700			7,900			8,230
Subscription receivable		(5700	)		(5,700	)		(5,700	)
Additional paid-in capital⁽¹⁾		1,486,597			9,397,397			10,611,467
Retained earnings		2,987,798			2,987,798			2,987,798
Accumulated other comprehensive loss		(79,623	)		(79,623	)		(79,623	)
Statutory reserve		325,953			325,953			325,953
Non-controlling interest		178,537			178,537			178,537
Total Shareholders’ Equity		4,899,262			12,812,262			14,026,662
Total Capitalization		5,108,276			13,021,276			14,235,676

(1)

Additional paid-in capital reflects the sale of Ordinary Shares in this offering at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. We estimate that such net proceeds will be approximately $7,913,000 ($8,800,00 gross offering proceeds, less underwriting discounts of $616,000, and offering expenses of approximately $271,000) if the underwriters’ over-allotment option is not exercised, or $9,127,400 ($10,120,000 gross offering proceeds, less underwriting discounts of $708,400, and offering expenses of approximately $284,200) if the underwriters’ over-allotment option is exercised in full.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would Increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $2,024,000 if the underwriters’ over-allotment option is not exercised or $2,327,600 if the underwriters’ over-allotment option is exercised in full, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expenses payable by us.

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 June 30, 2022, was $3,346,450, or $0.59 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 estimated underwriting discounts and the estimated offering expenses payable by us.

After giving effect to our sale of 2,200,000 Ordinary Shares offered in this offering based on an assumed initial public offering price of $4.00 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2022, would have been $11,259,450, or $1.43 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.84 per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $2.57 per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

	No Exercise of Over-Allotment Option		Full Exercise of Over-Allotment Option
Assumed Initial public offering price per Ordinary Share	$	4.00	$	4.00
Net tangible book value per Ordinary Share as of June 30, 2022	$	0.59	$	0.59
Increase in net tangible book value per Ordinary Share attributable to payments by new investors	$	3.41	$	3.41
Pro forma net tangible book value per Ordinary Share immediately after this offering	$	1.43	$	1.52
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering	$	2.57	$	2.48

The following tables summarize, on a pro forma as adjusted basis as of June 30, 2022, 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 before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

	Ordinary Shares purchased					Total consideration					Average price per Ordinary
Over-allotment option not exercised	Number		Percent			Amount		Percent			Share
	($ in thousands)
Existing shareholders		5,700,000		72	%	$	3,346		28	%	$	0.59
New investors		2,200,000		28	%	$	8,800		72	%	$	4.00
Total		7,900,000		100	%	$	12,146		100	%	$	1.54

	Ordinary Shares purchased					Total consideration					Average price per Ordinary
Over-allotment option exercised in full	Number		Percent			Amount		Percent			Share
	($ in thousands)
Existing shareholders		5,700,000		69	%	$	3,346		25	%	$	0.59
New investors		2,530,000		31	%	$	10,120		75	%	$	4.00
Total		8,2300,000		100	%	$	13,446		100	%	$	1.64

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this offering determined at the pricing.

CORPORATE HISTORY AND STRUCTURE

Our domestic operating enterprise Beijing LOBO was established in August, 2014. At the end of 2019, Beijing LOBO acquired 85% of the shares of Wuxi Jinbang. Guangzhou LOBO was established in May 2019. For the purpose of listing on Nasdaq, we incorporated LOBO EV Technologies Ltd., a BVI Business Company incorporated under the laws of British Virgin Islands with limited liability, in October 2021. Subsequently, we established LOBO Holdings Ltd, a Hong Kong limited liability Company, as a wholly-owned subsidiary of LOBO EV. On November 29, 2021, we organized Jiangsu WFOE, a PRC limited liability company. Thereafter, Jiangsu WFOE completed the merger of Beijing LOBO and Guangzhou LOBO in December 2021. Consequently, both Beijing LOBO and Guangzhou LOBO became the wholly owned subsidiaries of Jiangsu WFOE. After these domestic internal mergers and acquisitions were completed, we undertook a reorganization, to facilitate our initial public offering in the United States. On March 25 2022, a qualified appraisal company appraised the value of Jiangsu WFOE and its subsidiaries and issued an appraisal report. LOBO HK determined the consideration to paid to all shareholders of Jiangsu WFOE according to the report. On April 8, 2022, Jiangsu WFOE completed the internal procedure of merger and acquisition. The written shareholders’ resolution was signed, and then followed by the legal merger and acquisition procedures which were set up by local industrial and commercial bureau and taxation administration. LOBO HK completed its merger and acquisition of 100% equity interest in Jiangsu WFOE on April 8 2022. Jiangsu WFOE then became a foreign enterprise which is a wholly-owned subsidiary of LOBO HK.

Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus. Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.

Compliance with Foreign Investment

We have been advised by DeHeng Law Offices, our PRC Counsel, that pursuant to the relevant laws and regulations in PRC, none of our businesses fall within the 2021 Negative List promulgated by the MOFCOM and NDRC. Therefore, we are able to conduct our business through our wholly-owned PRC subsidiaries without being subject to restrictions imposed by the foreign investment laws and regulations of the PRC.

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

Our vision is to provide people good and affordable products for daily commuting, powered by design and intelligent technologies. Our mission is to become a leading innovative electric vehicle manufacturer provider in China. Leveraging our next generation technologies in connectivity, multimedia interactive software systems and artificial intelligence, we are re-defining our products in order to provide users with convenient, affordable and innovative driving experiences.

Currently, we design, develop, manufacture and sell e-bicycles, e-mopeds, urban tricycles, and off-highway four-wheeled electric shuttles, such as elderly scooters, golf carts as well as the automobile information and entertainment software development and design services to customers. We do not provide in-vehicle entertainment services to end-users independently.

For the fiscal years ended December 31, 2021 and 2020, our revenues were $14,128,459 and $9,227,994, respectively, and our net incomes were $1,661,881 and $607,725, respectively. We currently generate most of our revenues from electric vehicles and accessories sales.

Key Factors that Affect Operating Results

We believe the following key factors may affect our financial condition and results of operations:

	●	our ability to increase our sales volume;

	●	our ability to enhance our operational efficiency; and

	●	our ability to expand into international markets.

COVID-19

The outbreak of novel coronavirus (COVID-19) began in December 2019 and was quickly declared as a Public Health Emergency of International Concern on January 30, 2020 by the World Health Organization. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere.

Substantially all of our revenues are generated from and workforce are concentrated in China, and the COVID-19 Outbreak has adversely affected our business operations throughout the pandemic. COVID-19 was temporarily contained in the PRC since the second quarter of 2020 through 2021, and our production and sales of new electric vehicles resumed slowly in second half of 2020 and the year 2021, and our total revenues increased by approximately 53% for fiscal year 2021 as compared fiscal year 2020.

From January 2022 to December 2022, there were outbreaks of the Omicron variant of the COVID-19 and the local governments placed lockdowns and mass testing policies in most cities in China, where our dealers and suppliers operate. The travel restrictions, mandatory COVID-19 tests, quarantine requirements and temporary closure of factories and facilities were imposed by local governments including but not limited to Tianjin, Beijing, Shanghai, and Wuxi in 2022. Shanghai, the economic and logistics center in Yangtze River Delta, was subject to lock-down from April to July 2022, which also resulted in severe impacts to our operations in Wuxi, hundreds of miles from Shanghai. In addition, the continuous travel restrictions, mass nucleic acid testing requirements, and other pandemic prevention and control measures negatively impacted the operations of our Tianjin factory in 2022. As a result, our total revenues decreased by approximately 34% for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Results of Operations

For the Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following table sets forth a summary of our consolidated statements of operations and comprehensive income for the six months ended June 30, 2022 and 2021, respectively. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

	For the Six Months Ended June 30,
	2022			2021
Revenues	$	5,489,402		$	8,314,377
Cost of revenues		4,719,210			6,679,739
Gross Profit		770,192			1,634,638

Operating expenses
Selling and marketing expenses		216,387			153,928
General and administrative expenses		283,050			130,155
Research and development expenses		28,492			18,167
Total operating expenses		527,929			302,250

Operating income		242,263			1,332,388

Other expenses (income)
Interest expense		8,620			3,474
Other (income)		(20,631	)		(954	)
Total other (income )expenses, net		(12,011	)		2,520

Income before income tax expense		254,274			1,329,868
Income tax expense		117,877			334,467
Net Income		136,397			995,401

Net Income		136,397			995,401
Less: Net income attributable to non-controlling interest		(4,225	)		(11,610	)
Net income attributable to LOBO EV Technologies LTD		132,172			983,791

Net Income		136,397			995,401
Foreign currency translation adjustments		233,686			(19,871	)
Foreign currency translation adjustments for non-controlling interest		6,275			(1,193	)
Comprehensive income attributable to LOBO EV Technologies LTD	$	376,358		$	974,337

Segment Information

The Company has determined that it operates in two operating segments for the six months ended June 30, 2022 and 2021: (1) electric vehicles and accessories sales, and (2) software royalties and development and design services.

The following tables present the summary of each reportable segment’s revenue and income, which are considered as segment operating performance measures, for the six months ended June 30, 2022 and 2021:

	Six Months Ended June 30, 2022
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	9,651,430		$	1,153,612		$	10,805,042
Non-current assets		1,470,644			1,081,897			2,552,541
Revenues		4,991,720			497,682			5,489,402
Depreciation and amortization		58,535			59,176			117,711
Segment income (loss) before tax		(863	)		255,137			254,274
Segment gross profit margin		9	%		60	%		14	%
Net income (loss)	$	(54,956	)	$	191,353		$	136,397

	Six Months Ended June 30, 2021
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	7,155,157		$	1,153,705		$	8,308,862
Non-current assets		495,730			57,336			553,066
Revenues		7,510,353			804,024			8,314,377
Depreciation and amortization		55,197			421			55,618
Segment income before tax		865,198			464,670			1,329,868
Segment gross profit margin		15	%		61	%		20	%
Net income	$	647,088		$	348,313		$	995,401

Depreciation and amortization

The increase of depreciation and amortization year over year was primarily due to amortization of the purchased software in the software royalties and development and design services segment.

Segment income before tax

The results before tax in the vehicles and accessories sales segment decreased by $866,061 to loss before tax of $863 for the six months ended June 30, 2022, from income before tax of $865,198 for the six months ended June 30, 2021, representing a significant decrease of approximately 100%

The income before tax in the software royalties and development and design services segment decreased by $209,533 to $255,137 for the six months ended June 30, 2022, from $464,670 for the six months ended June 30, 2021, representing a decrease of approximately 45%.

Both decreases are primarily due to decreases in sales and increased costs and operating expenses in both segments due to the extended period of and repeated COVID-19 lockdown in China in the six months ended June 30, 2022.

Components of Results of Operations

Revenues

Our revenues for the six months ended June 30, 2022 and 2021 were $5,489,402 and $8,314,377, respectively. The significant decrease in revenues was mainly driven by the decrease of electric vehicles and accessories sales.

The revenues of the electric vehicles and accessories sales segment decreased by $2,518,633 to $4,991,720, for the six months ended June 30, 2022, from $7,510,353 for the six months ended June 30, 2021, representing a decrease of approximately 34%.

The decrease in the sales of two-wheeled E-bicycles were partially due to the Company’s strategic reduction in the R&D and marketing efforts in these products in the six months ended June 30, 2022. Also due to the negative impacts of the COVID-19 lockdown in Shanghai and nearby Yangtze River Delta as well as in Tianjin, which is the supply chain hub for the e-bicycle and E-mopeds in China, the Company experienced difficulties in both the purchase and sales of these products.

The decrease of three-wheeled electric vehicles was impacted by normalization of the dynamic COVID-Zero policy, which periodically placed lockdowns and mass testing and travel restriction in Tianjin, China in the six months ended June 30, 2022. Sales in China were heavily impacted by the logistical difficulties and suspension of production due to the policy.

We disposed of parts and accessories inventory at the beginning of 2022, which resulted in the growth of the sales of parts and accessories

A detailed breakdown of sales revenues and units sold in the electric vehicles and accessories sales segment for the six months ended June 30, 2022 and 2021 is set forth below:

	For the Six Months Ended June 30,				Variance
Electric vehicles and accessories sales revenues	2022		2021		Amount			%
Two-wheeled E-bicycles	$	2,187,074	$	3,199,420	$	(1,012,346	)		-32	%
Two-wheeled E-Mopeds		71,771		945,804		(874,033	)		-92	%
Three-wheeled Electric Vehicles		545,759		2,822,403		(2,276,644	)		-81	%
Four-Wheeled Electric off-highway Shuttles		809,179		-		809,179			N/A
Batteries		670,843		523,352		147,491			28	%
Parts and Accessories		707,094		19,374		687,720			3550	%
Total	$	4,991,720	$	7,510,353	$	(2,518,633	)		-34	%

	For the Six Months Ended June 30,				Variance
Electric vehicles and accessories units sold	2022		2021		Amount			%
Two-wheeled E-bicycles		10,067		18,319		(8,252	)		-45	%
Two-wheeled E-Mopeds		287		3,479		(3,192	)		-92	%
Three-wheeled Electric Vehicles		1,874		8,748		(6,874	)		-79	%
Four-Wheeled Electric off-highway Shuttles		1,659		-		1,659			N/A
Batteries		38,818		19,496		19,322			99	%
Parts and Accessories		51,541		1,513		50,028			3307	%

The software royalties and development and design services segment provides software solutions development for automotive electronics, like multimedia interactive system, multifunctional rear-view mirrors, and dash-cam. We develop this segment primarily through collaboration with and subcontracting from tier-one automobile suppliers.

The revenues of the software royalties and development and design services segment decreased by $306,342 to $497,682 for the six months ended June 30, 2022, from $804,024 for the six months ended June 30, 2021, representing a decrease of approximately 38%.

The significant decreases in revenues of both segments were primarily due to COVID-19 in China and the extended period of lockdown, which led to decrease in demand. Many parts of China had lengthy lockdowns in the first half of 2022, which significantly impacted the Company’s business.

Cost of revenues

Cost of revenues consists primarily of manufacturing and purchase cost of raw materials, battery packs, depreciation, maintenance, and other overhead expenses. Our cost of revenues decreased by $1,960,529, or 29%, to $4,719,210 for the six months ended June 30, 2022, from $6,679,739 for the six months ended June 30, 2021.

Gross profit

Gross profits for the six months ended June 30, 2022 and 2021 were $770,192 and $1,634,638, representing 14% and 20% of revenues, respectively. The decrease in gross profit margin for the six months ended June 30, 2022 was due to the overall manufacturing cost increase. The COVID-19 lockdown in the six months ended June 30, 2022 has resulted in closure of major highways and cities, which resulted in higher overall procurement and manufacturing cost.

Selling and marketing expenses

Our selling and marketing expenses primarily consist of salaries and benefits, office expense, and freight expense. Our selling and marketing expenses were $216,387 and 153,928 for the six months ended June 30, 2022 and 2021, respectively. The selling and marketing expenses increased primarily due to hiring more salesforce in Tianjin Lobo, where the sales operation were started at the beginning of 2022.

General and administrative expenses

Our general and administrative expenses consist primarily of salaries and welfare expenses, rent expense, depreciation and bad debt provision. Our general and administrative expenses were $283,050 and $130,155 for the six months ended June 30, 2022 and 2021, primarily due to expenses incurred in the newly set up subsidiaries including Jiangsu Lobo and Tianjin Lobo.

Research and development expenses

Research and development expenses are related to certain software research and development for internal use. Research and development expenses primarily consist of employee salaries and benefit costs. Research and development expenses were $28,492 and $18,167 for the six months ended June 30, 2022 and 2021, respectively.

Income tax expense

The PRC enterprise income tax (“EIT”) is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008. The EIT Law applies a uniform 25% income tax rate for all resident enterprises in China. Income tax expenses amounted to $117,877 and $334,467 for the six months ended June 30, 2022 and 2021, respectively. The change resulted from the change in our taxable income.

Net income

As a result of the foregoing, our net incomes for the six months ended June 30, 2022 and 2021, were $136,397 and $995,401, respectively.

Liquidity and Capital Resources

To date, we have financed our operations primarily through capital contributions from shareholders, and from operations. We received an aggregate capital contribution from our shareholders of $449,786 and $0 for the six months ended June 30, 2022 and 2021, respectively. We plan to support our future operations primarily from cash generated from our operations and the proceeds from our initial public offering. We may, however, require additional cash due to business expansion or other future developments. If our future cash is insufficient to meet our requirements, we may further seek to issue debt or equity securities or obtain additional credit facilities.

As of June 30, 2022, we had cash and cash equivalents of $400,325 and a total working capital of $2,758,956.

We believe that we will generate sufficient cash flows to fund our operations and to meet our obligations on a timely basis for the next 12 months assuming the successful implementation of our business plans.

Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to us and our subsidiaries. However, we have no present plans to declare dividends and we plan to retain our retained earnings to continue to grow our business. In addition, these restrictions had no impact on our ability to meet our cash obligations as all of our current cash obligations are due within the PRC.

To utilize the proceeds from our initial public offering in 2022, we may make additional loans or capital contributions to our PRC subsidiaries. PRC laws and regulations allow an offshore holding company to provide funding to its PRC subsidiaries only through loans or capital contributions, subject to the filing or approval of government authorities and limits 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 PRC subsidiaries or make additional capital contributions to fund their capital expenditures or working capital. For an increase of registered capital, our PRC subsidiaries need to file such change of registered capital with the State Administration for Market Regulation (the “SAMR”) or its local counterparts through the enterprise registration system and the national enterprise credit information publicity system, and the SAMR or its local counterparts will then push such information to the China’s Ministry of Commerce or its local counterparts. If the holding company provides funding to our PRC subsidiaries through loans, (a) in the event that the foreign debt management mechanism as provided in the Measures for Foreign Debts Registration and Administration and other relevant rules applies, the balance of such loans cannot exceed the difference between the total investment and the registered capital of the subsidiaries and we will need to register such loans with the SAFE or its local branches, or (b) in the event that the mechanism as provided in the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or PBOC Notice No. 9, applies, the balance of such loans will be subject to the risk-weighted approach and the net asset limits and we will need to file the loans with the SAFE in its information system pursuant to applicable requirements and guidelines issued by the SAFE or its local branches. While we currently see no material obstacles to completing the filing and registration procedures with respect to future capital contributions to our PRC subsidiaries and loans to our PRC subsidiaries, we cannot assure you that we will be able to complete these filings and registrations on a timely basis, or at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in 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 subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” We expect the net proceeds from our initial public offering in 2022 to be used in the PRC and will be in the form of Renminbi and, therefore, our PRC subsidiaries will need to convert any capital contributions or loans from U.S. dollars into Renminbi in accordance with applicable PRC laws and regulations.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	For the Six Months Ended June 30,
	2022			2021
Net cash used in operating activities	$	(359,555	)	$	(1,110,354	)
Net cash (used in) provided by investing activities		(280,996	)		792,611
Net cash provided by financing activities		449,786			288,264
Effect of exchange rate changes		(22,918	)		682
Net decrease in cash, cash equivalents, and restricted cash	$	(213,683	)	$	(28,797	)

Operating Activities

Net cash used in operating activities was $359,555 for the six months ended June 30, 2022, primarily derived from (a) an increase of inventories of $1,116,089, and (b) an increase of prepaid expenses and other current assets of $819,475, and offset by (a) an increase of taxes payable of $409,726; and (b) an increase in VAT payable of $525,203. The increase in inventories was primarily due to slowing sales turnover. The increase in VAT payable was primarily due to accumulated growth of revenues.

Net cash used in operating activities was $1,110,354 for the six months ended June 30, 2021, primarily derived from a) an increase of accounts receivables of $1,090,457; and (b) an increase of prepaid expenses and other current assets of $2,674,760, offset by (a) net income of $995,400; and (b) a decrease of inventories of $710,186. The increase of prepaid expenses and other current assets was primarily due to the prepayment to vendors. The decrease in inventories was primarily due to quicker sales turnover.

Investing Activities

For the six months ended June 30, 2022, net cash used in investing activities was $280,996, primarily due to interest-free loans to related parties of $5,928,607, offset by interest-free loans repaid by related parties of $5,680,396.

For the six months ended June 30, 2021, net cash provided by investing activities was $792,611, which was primarily due to interest-free loans repaid by related-parties of $12,348,800, offset by interest-free loan to related parties of $11,544,271.

Financing Activities

For the six months ended June 30, 2022, net cash provided by financing activities was $449,786, which is the proceeds from shareholders additional paid in capital contribution.

For the six months ended June 30, 2021, net cash provided by financing activities was $288,264, primarily due to the proceeds from a long-term loan of $216,377.

Results of Operations

Years Ended December 31, 2021 and 2020

The following table sets forth a summary of our consolidated statements of operations and comprehensive income for the fiscal years ended December 31, 2021 and 2020, respectively. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

	For the years ended
	December 31,
	2021			2020
Revenues	$	14,128,459		$	9,227,994
Cost of revenues		11,197,314			7,753,054
Gross Profit		2,931,145			1,474,940

Operating expenses
Selling and marketing expenses		316,457			288,937
General and administrative expenses		324,702			332,577
Research and development expenses		53,139			36,757
Total operating expenses		694,298			658,271

Operating income		2,236,847			816,669

Other expenses (income)
Interest expense (income)		12,641			(320	)
Other (income) expense		(5,680	)		4,007
Total other expenses, net		6,961			3,687

Income before income tax expense		2,229,886			812,982
Income tax expense		568,005			205,257
Net Income		1,661,881			607,725

Net Income		1,661,881			607,725
Less: Net income attributable to non-controlling interest		(13,155	)		(38,197	)
Net income attributable to LOBO EV Technologies LTD		1,648,726			569,528

Net Income		1,661,881			607,725
Foreign currency translation adjustments		(61,220	)		(100,693	)
Foreign currency translation adjustments for non-controlling interest		(2,800	)		(6,607	)
Comprehensive income attributable to LOBO EV Technologies LTD	$	1,597,861		$	500,425

Segment Information

The Company has determined that it operates in two operating segments for the years ended December 31, 2021 and 2020: (1) electric vehicles and accessories sales, and (2) software royalties and development and design services.

The following tables present the summary of each reportable segment’s revenue and income, which are considered as segment operating performance measures, for the years ended December 31, 2021 and 2020:

	Year ended December 31, 2021
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	6,551,666		$	1,623,658		$	8,175,324
Non-current assets		2,385,626			709,592			3,095,218
Revenues		12,401,756			1,726,703			14,128,459
Depreciation and amortization		112,369			9,506			121,875
Segment income before tax		1,143,644			1,086,242			2,229,886
Segment gross profit margin		15	%		65	%		21	%
Net income	$	857,928		$	803,953		$	1,661,881

	Year ended December 31, 2020
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	5,670,974		$	348,415		$	6,019,389
Non-current assets		460,865			47,844			508,709
Revenues		8,843,949			384,045			9,227,994
Depreciation and amortization		104,470			690			105,160
Segment income before tax		743,990			68,992			812,982
Segment gross profit margin		15	%		48	%		16	%
Net income	$	556,386		$	51,339		$	607,725

Depreciation and amortization

The increase of depreciation and amortization year over year was primarily due to the increases in the electric vehicles and accessories sales segment.

Segment income before tax

The income before tax in the vehicles and accessories sales segment increased by $399,654 to $1,143,644 for the fiscal year ended December 31, 2021, from $743,990 for the fiscal year ended December 31, 2020, representing a significant increase of approximately 54%.

The income before tax in the software royalties and development and design services segment increased by $1,017,250 to $1,086,242 for the fiscal year ended December 31, 2021, from $68,992 for the fiscal year ended December 31, 2020, representing a significant increase of approximately 1,474%. The significant increase was primarily due to a significant increase in sales to one dealer with significant high margin during the year ended December 31, 2021.

Components of Results of Operations

Revenues

Our revenues for the years ended December 31, 2021 and 2020 were $14,128,459 and $9,227,994, respectively. The significant increase in revenues was mainly driven by the steady increase of electric vehicles and accessories sales.

The electric vehicles and accessories sales segment engages in manufacturing and sale of electric vehicles and accessories. For the long-term development of the business, we have built up a production line for manufacturing electric vehicles and accessories. Currently, we are targeting a rapid growth through our regional exclusive dealers. As of November 30, 2022, we have developed 163 dealers in more than 10 provinces across China. Among them, sales networks are mainly concentrated in Tianjin, Beijing, Hebei province, Jiangsu province, Zhejiang province, Anhui province and Hunan province.

The revenues of the electric vehicles and accessories sales segment increased by $3,557,807 to $12,401,756 for the fiscal year ended December 31, 2021, from $8,843,949 for the fiscal year ended December 31, 2020, representing a significant increase of approximately 40%.

The decrease in the sales of two-wheeled E-bicycles was partially due to the Company’s strategic reduction in the R&D and marketing efforts in these products in 2021.

The Company focused more on the marketing of high-end two-wheeled E-mopeds and three-wheeled Electric Vehicles, resulting in higher sales in these products in 2021.

A detailed breakdown of sales revenues and units sold in the electric vehicles and accessories sales segment for the years ended December 31, 2021 and 2020 is set forth below:

	For the Years Ended December 31,				Variance
Electric vehicles and accessories sales revenues	2021		2020		Amount			%
Two-wheeled E-bicycles	$	6,028,150	$	6,554,206	$	(526,056	)		-8	%
Two-wheeled E-Mopeds		1,317,062		603,559		713,503			118	%
Three-wheeled Electric Vehicles		4,114,544		1,298,996		2,815,548			217	%
Four-Wheeled Electric off-highway Shuttles		90,542		-		90,542			N/A
Batteries		696,331		305,089		391,242			128	%
Parts and Accessories		155,127		82,099		73,028			89	%
Total	$	12,401,756	$	8,843,949	$	3,557,807			40	%

	For the Years Ended December 31,				Variance
Electric vehicles and accessories units sold	2021		2020		Amount			%
Two-wheeled E-bicycles		34,687		44,268		(9,581	)		-22	%
Two-wheeled E-Mopeds		4,812		2,369		2,443			103	%
Three-wheeled Electric Vehicles		12,905		4,370		8,535			195	%
Four-Wheeled Electric off-highway Shuttles		200		-		200			N/A
Batteries		22,165		4,830		17,335			359	%
Parts and Accessories		1,905		10,810		(8,905	)		-82	%

The software royalties and development and design services segment provides software solutions development for automotive electronics, like multimedia interactive system, multifunctional rear-view mirrors, and dash-cam. We develop this segment primarily through collaborating with and subcontracting from tier-one automobile suppliers.

The revenues of the software royalties and development and design services segment increased by $1,342,658 to $1,726,703 for the fiscal year ended December 31, 2021, from $384,045 for the fiscal year ended December 31, 2020, representing a significant increase of approximately 350%. The significant increase was primarily due to significant increase in sales to one dealer during the year ended December 31, 2021.

Cost of revenues

Cost of revenues consists primarily of manufacturing and purchase cost of raw materials, battery packs, depreciation, maintenance, and other overhead expenses. Our cost of revenues increased by $3,444,260, or 44%, to $11,197,314 for the year ended December 31, 2021 from $7,753,054 for the year ended December 31, 2020. The increase of percentage in cost of revenue was less than 53% increase of revenue, mainly because the software royalties and development and design services segment grew and generated higher gross margin.

Gross profit

Gross profits for the years ended December 31, 2021 and 2020 were $2,931,145 and $1,474,940, representing 21% and 16% of net revenues, respectively. The decrease in gross profit margin for the year ended December 31, 2020 was due to the overall manufacturing cost increase during the COVID-19 pandemic.

Selling and marketing expenses

Our selling and marketing expenses primarily consist of salaries and benefits, office expense, and freight expense. Our selling and marketing expenses were $316,457 and 288,937 for the years ended December 31, 2021 and 2020, respectively. The selling and marketing expenses increased primarily due to hiring more salesforce for the business growth and more salary expenses were incurred.

General and administrative expenses

Our general and administrative expenses consist primarily of salaries and welfare expenses, rent expense, depreciation and bad debt provision. Our general and administrative expenses were $324,702 and $332,577 for the years ended December 31, 2021 and 2020, primarily due to increased cost control measures taken by the Company despite significant revenue and gross margin increases.

Research and development expenses

Research and development expenses are related to certain software research and development for internal use. Research and development expenses primarily consist of employee salaries and benefit costs. Research and development expenses were $53,139 and $36,757 for the years ended December 31, 2021 and 2020, respectively.

Income tax expense

The PRC enterprise income tax (“EIT”) is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008. The EIT Law applies a uniform 25% income tax rate for all resident enterprises in China. Income tax expenses amounted to$568,005 and $205,257 for the years ended December 31, 2021 and 2020, respectively. The change resulted from the change in our taxable income.

Net income

As a result of the foregoing, our net incomes for the years ended December 31, 2021 and 2020, were $1,661,881 and $607,725, respectively.

Liquidity and Capital Resources

To date, we have financed our operations primarily through capital contributions from shareholders, and from operations. We received an aggregate capital contribution from our shareholders of $1,036,811 and $0 for the years ended December 31, 2021 and 2020, respectively. We plan to support our future operations primarily from cash generated from our operations and the proceeds from our initial public offering. We may, however, require additional cash due to business expansion or other future developments. If our future cash is insufficient to meet our requirements, we may further to seek to issue debt or equity securities or obtain additional credit facilities.

As of December 31, 2021, we had cash and cash equivalents of $614,008 and a total working capital of $1,734,851.

Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to us and our subsidiary. However, we have no present plans to declare dividend and we plan to retain our retained earnings to continue to grow our business. In addition, these restrictions had no impact on our ability to meet our cash obligations as all of our current cash obligations are due within the PRC.

To utilize the proceeds from our initial public offering in 2022, we may make additional loans or capital contributions to our PRC subsidiaries. PRC laws and regulations allow an offshore holding company to provide funding to our PRC subsidiaries only through loans or capital contributions, subject to the filing or approval of government authorities and limits 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 PRC subsidiaries or make additional capital contributions to fund their capital expenditures or working capital. For an increase of registered capital, our PRC subsidiaries need to file such change of registered capital with the State Administration for Market Regulation (the “SAMR”) or its local counterparts through the enterprise registration system and the national enterprise credit information publicity system, and the SAMR or its local counterparts will then push such information to the China’s Ministry of Commerce or its local counterparts. If the holding company provides funding to our PRC subsidiaries through loans, (a) in the event that the foreign debt management mechanism as provided in the Measures for Foreign Debts Registration and Administration and other relevant rules applies, the balance of such loans cannot exceed the difference between the total investment and the registered capital of the subsidiaries and we will need to register such loans with the SAFE or its local branches, or (b) in the event that the mechanism as provided in the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or PBOC Notice No. 9, applies, the balance of such loans will be subject to the risk-weighted approach and the net asset limits and we will need to file the loans with the SAFE in its information system pursuant to applicable requirements and guidelines issued by the SAFE or its local branches. While we currently see no material obstacles to completing the filing and registration procedures with respect to future capital contributions to our PRC subsidiaries and loans to our PRC subsidiaries, we cannot assure that we will be able to complete these filings and registrations on a timely basis, or at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in 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 subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” We expect the net proceeds from our initial public offering in 2022 to be used in the PRC and will be in the form of Renminbi and, therefore, our PRC subsidiaries will need to convert any capital contributions or loans from U.S. dollars into Renminbi in accordance with applicable PRC laws and regulations.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	For the year ended December 31,
	2021			2020
Net cash provided by operating activities	$	1,786,271		$	1,549,107
Net cash used in investing activities		(2,475,332	)		(1,354,009	)
Net cash provided by (used in) financing activities		1,236,622			(346,189	)
Effect of exchange rate changes		(3,573	)		5,643
Net increase (decrease) in cash, cash equivalents	$	543,988		$	(145,448	)

Years ended December 31, 2021 and 2020

Operating Activities

Net cash provided by operating activities was $1,786,271, for the year ended December 31, 2021, primarily derived from (a) net income of $1,661,881, adjusted by depreciation and amortization of $121,875, gain on disposal of property and equipment of $3,168, and lease expense of operating lease right-of-use assets of $111,826; (b) a decrease of inventories of $370,970, (c) an increase of VAT payable of $1,756,920, (d) an increase of taxes payables of $712,439, and (e) an increase of other current payables of $118,740, and offset by (a) an increase of accounts receivables of $1,126,425; (b) an increase of prepaid expenses of $842,358, (c) a decrease of accounts payable of $473,991, (d) a decrease of advance from dealers of $446,830, and (e) a decrease of operating lease liabilities of $175,608. The increase in accounts receivable was primarily due to the increase of software development and design services. The increase in VAT payable was primarily due to the increase of revenues.

Net cash provided by operating activities was $1,549,107 for the year ended December 31, 2020, mainly derived from a) a net income of $607,725, adjusted by depreciation and amortization of $105,160 and lease expense of operating lease right-of-use assets of $181,643; (b) an increase of accounts payable of $859,311, (c) an increase of advance from dealers of $559,674, and (d) an increase of VAT payable of $1,215,404, (e) an increase of taxes payables of $232,570, and (f) an increase of other current payables of $85,002, offset by (a) an increase of inventory of $1,824,706, (b) an increase of accounts receivables of $49,865; (c) an increase of prepaid expenses of $184,883, and (c) a decrease in operating lease liabilities of $237,928. The increase in inventories was primarily due to the increase in purchase of raw materials and finished goods for business expansion. The increase in accounts payable was because some suppliers extended their credit terms and we made payments to them accordingly. The increase in VAP payable was primarily due to the increase of revenues.

Investing Activities

For the year ended December 31, 2021, net cash used in investing activities was $2,475,332, which was primarily due to (a) interest-free loans to related parties of $18,197,697, (b) purchases of intangible asset of $1,083,499, which consist of purchased software from third parties and capitalized software development costs, (c) a long term investment of $1,550,195, and (d) purchase of property and equipment of $10,974, offset by interest-free loan repaid by related parties of $18,343,712 and proceeds from sale of property and equipment of $23,321.

For the year ended December 31, 2020, net cash used in investing activities was $1,354,009, primarily consisted of the (a) interest-free loans to related parties of $8,851,300, (b) purchase of intangible assets of $28,968 and (c) purchase of property and equipment of $4,027, offset by interest-free loans repaid by related parties of $7,530,286.

Financing Activities

For the year ended December 31, 2021, net cash provided by financing activities was $1,236,622, consisting of (a) the proceeds from long-term borrowings from a bank in the amount of $217,027, (b) the contribution from shareholders in the amount of $1,036,811, and (c) proceeds of interest-free loans from related parties of $2,559, offset by repayments of interest-free loans to related parties of $19,775.

For the year ended December 31, 2020, net cash used in financing activities was $346,189, consisting of repayments of interest-free loans to related parties of $402,616, offset by proceeds of interest-free loans from related parties of $56,427.

Trend Information

Other than as disclosed in “Risk Factors—Risks Related to Our Business and Industry— The ongoing effects of the COVID-19 pandemic in China may have a material adverse effect on our business” in this prospectus, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, net income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Tabular Disclosure of Contractual Obligations

Commitments and Contingencies

From time to time, we may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of operations or liquidity.

Operating Lease

Our operating lease contractual obligations as of December 31, 2021 were as follows:

Year ending December 31,
2022	$	28,627
2023		7,965
2024		6,638
2025		-
2026		-
Total minimum lease payments	$	43,230
Present value of minimum lease payments	$	37,925

Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2021.

Critical Accounting Policies

(a)

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of LOBO, and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

(b)

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes, including allowance for doubtful accounts, the useful lives of property and equipment, impairment of short-term investments, long-term investments and long-lived assets, valuation allowance for deferred tax assets and uncertain tax opinions. Actual results could differ from those estimates.

(c)

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar (“USD” or “$”). The functional currency of subsidiaries located in China is the Chinese Renminbi (“RMB”), the functional currency of subsidiaries located in Hong Kong is the Hong Kong dollars (“HK$”). For the entities whose functional currency is the RMB and HK$, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive loss in the Consolidated Statements of Operations and Comprehensive Income.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and 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 as incurred.

The Consolidated Balance Sheets amounts, with the exception of equity, on December 31, 2021 and 2020 were translated at RMB6.3726 to $1.00 and RMB6.5250 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to Consolidated Statements of Operations and Comprehensive Income and Cash Flows for the years ended December 31, 2021 and 2020 were RMB6.4508 to $1.00 and RMB6.9042 to $1.00, respectively.

(d)

Fair Value Measurement

The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, short-term investments, accounts receivable, amounts due from related parties, prepaid expenses and other current assets, amounts due to related parties, accounts payable, advances from dealers, other current payable, VAT payable and taxes payable.

(e)

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and have insignificant risk of changes in value related to changes in interest rates and have original maturities of three months or less when purchased.

(f)

Accounts receivable

Accounts receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The Company analyzes the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. For the years ended December 31, 2021 and 2020, the Company did not consider necessary to record allowances for doubtful accounts against its accounts receivable.

(g)

Inventories

Inventories, primarily consisting of the raw materials purchased by the Company for battery packs assembling and e-bicycles production, and finished goods including battery packs and e-bicycles, are stated at the lower of cost or net realizable value. Cost of inventory is determined using weighted-average method. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. There were no write-downs recognized for the inventories for the years ended December 31, 2021 and 2020.

(h)

Short-term investments

Short-term investments include wealth management products. Short-term investments are classified as available for sale, and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income. For the years ended December 31, 2021, and 2020, the Company did not record any impairment on the short-term investment.

(i)

Deferred IPO costs

Deferred IPO costs represent the incremental costs incurred for the Company’s initial public offering (“IPO”). These costs are deferred and will be deducted from the proceeds of the IPO upon the completion of the IPO. Deferred IPO costs primary include professional fees related to the IPO. As of December 31, 2021 and 2020, the deferred IPO costs were $73,034 and $0, respectively. Deferred IPO costs are included in the Prepaid expenses and other current assets in the Consolidated Balance Sheets.

(j)

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows:

Production line for e-bicycles			5-10 Years
Furniture, fixtures and office equipment			3-5 Years
Vehicles			4-10 Years

(k)

Intangible Assets

We purchase software from third parties and recorded the cost in intangible assets on the consolidated balance sheets.

We amortize the purchased software on a straight-line basis over their estimated useful lives, which is typically 3 years. Amortization expense of Beijing LOBO is included in General and administrative expense, and amortization expense of Guangzhou LOBO is included in cost of revenue on the statements of operations and totaled $15,467 and $0 for the years ended December 31, 2021, and 2020, respectively. We evaluate the purchased software for impairment and did not record impairment losses for the years ended December 31, 2021, and 2020. Refer to Note 8 – Intangible Assets for additional information regarding our purchased software.

(l)

Capitalized Software Development Costs

In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed, and it is probable that the software will be used as intended, until the software is available for general release. Capitalized software costs primarily include external direct costs of materials and services utilized in developing or obtaining computer software.

Capitalized software costs are included in intangible assets on our consolidated balance sheets. As of December 31, 2021, the software development had not been completed. Once completed, the capitalized cost will be amortized on a straight-line basis when placed into service over the estimated useful lives of the software, which is typically three years. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Refer to Note 9 – Intangible Assets for additional information regarding our capitalized software development costs.

(m)

Impairment of Long-lived Assets

In accordance with ASC Topic 360, Property, Plant, and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Company did not record any impairment charge for the years ended December 31, 2021 and 2020.

(n)

Long-term Investment

The Company’s long-term investment includes equity investment without readily determinable fair value.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-01 Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.

The Company adopted ASC 321, Investments — Equity Securities in June 2021, when the Company’s subsidiary, Beijing LOBO, invested $1,569,218 (RMB 10,000,000) and held 48.17% equity of an unrelated limited partnership. Beijing LOBO is a limited partner that only bears legal responsibilities limited to the investment amount, and does not execute partnership affairs, nor represent the limited partnership externally. The investee company is not publicly listed, and a quoted market price is not available.

Upon adoption of ASC 321, for this equity investment without readily determinable fair value, the Company elected to use the measurement alternative to measure this investment at cost, minus impairment, if any.

The Company assessed the qualitative factors and determined that there is no impairment loss that should be recognized for the year ended December 31, 2021. As of December 31, 2021, the Company has long-term investment of $1,569,218.

(o)

Value Added Tax

LOBO’s China subsidiaries are subject to value-added tax (“VAT”) for providing services and sales of products.

Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Income.

(p)

Revenue Recognition

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC Topic 606”) from January 1, 2019 and used the modified retrospective method for the revenue from sales of self-manufactured e-bicycles and software development and design services.

The core principle of ASC Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Revenue recognition policies are discussed as follows:

Revenue from sales of electric vehicles and accessories

The Company sells electric vehicles and accessories products to end customers. The transaction price in the contract is fixed and reflected in the sales invoice. The performance obligation is to transfer promised products to a customer upon acceptance by customers, and the Company is primarily responsible for fulfilling the promise to deliver the products to the customers. There is only one performance obligation in the contract and there is no need for allocation. The Company presents the revenue generated from its sales of products on a gross basis as the Company is a principal. The revenue is recognized at a point in time when the Company satisfies the performance obligation.

The Company offers customer warranties generally from three months to one year. The Company analyzed historical warranty and return claims for defective products and concluded that there is no costs associated with warranty and returns claims for the years ended December 31, 2021 and 2020.

Revenue from sale of software development and design services

The Company provides automobile information and entertainment software development and design services to customers. The software development and design service contracts with customers includes two components: 1) software development, and 2) royalty agreements, and the contracts specify the transaction price for each component. The Company is primarily responsible for fulfilling the promises in both components of the contract, and thus the Company is the principal in both components of the contract.

The Company provides the services to the customer and is the principal for this performance obligation. Software development services includes customized product consulting and planning, technology and function development, verification and certification, prototype, and implementation. A prototype installed with the customized software is built with proprietary technology that is specific to the customer, and thus the prototype has no alternative use and is not a separate performance obligation. All activities, including the prototype, are highly interdependent and highly interrelated. Thus, in accordance with ASC 606-10-25-19, we determined the services are not separately identifiable within the context of the contract, and therefore do not constitute a separate performance obligation on its own. The contract only has one performance obligation, which is to deliver the software to the customer to use in mass production.

The Company transfers control of the software development service over time. The software that the Company developed and designed for its customer is fully customized, and thus the software does not create an asset with an alternative use to the Company. The Company has an enforceable right to payment for performance completed according to the terms of the contract. In accordance with ASC 606-10-25-27, the Company satisfies the performance obligation and recognizes revenue over time using the output method, based on the development milestones confirmed by customers periodically.

A separate revenue stream than sale of software above is when software is delivered and the third-party arranges the production and sales, the Company, as principal, charges a royalty fee per unit sold based on the sales volume generated by its third-party customers from their use of the software. The Company reconciles the royalty fees with its customers on a monthly basis and recognizes royalty revenues at a point in time at month end.

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent revenue recognized for the amounts invoiced when the Company has satisfied its performance obligation and has unconditional right to the payment. The Company has no contract assets as of December 31, 2021 and 2020.

Contract liabilities primarily consist of advances from customers. As of December 31, 2021 and 2020, the Company recognized advances from customers amounted to $254,494 and $691,033, respectively.

The Company’s standard warranty on the software development and design services varies from one year to three years or up to 100,000 kilometers of the vehicles that equipped with the software. This warranty primarily includes basic after-sales service, such as software bug fixes. The Company considers the standard warranty is not providing incremental service to customers rather an assurance to the quality of the software development and design services and therefore, is not a separate performance obligation. The Company analyzed historical warranty claims, and warranty cost of $251,610 and $66,982 were recorded in cost of revenues for the years ended December 31, 2021 and 2020, respectively.

(q)

Research and Development Expenses

Research and development (“R&D”) expenses are expensed as incurred. R&D costs are related to certain software research and development for internal use.

R&D expenses primarily consist of employee salary and benefit costs. R&D expenses were $53,139 and $36,757 for the years ended December 31, 2021 and 2020, respectively.

(r)

Income Taxes

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000 ($14,138). In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

(s)

Non-controlling Interest

A non-controlling interest in a subsidiary of the Company represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Consolidated Balance Sheets and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the Consolidated Statements of Operations and Comprehensive Income.

(t)

Segment Reporting

The Company has organized its operations into two operating segments. The segments reflect the way the Company evaluates its business performance and manages its operations 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 chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

The Company has determined that it operates in two operating segments: (1) electric vehicles and accessories sales segment, and (2) software royalties and development and design services segment. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business unit requires different technology and marketing strategies.

As the Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues and expenses are derived from within the PRC, no geographical segments are presented.

(u)

Net Income Per Share

Basic income per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted income per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.

(v)

Comprehensive Income

Comprehensive income is comprised of the Company’s net income and other comprehensive income (loss). The components of other comprehensive loss consist solely of foreign currency translation adjustments.

(w)

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(x)

Recent Accounting Standards

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC Topic 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. In November 2019, ASU 2019-10, Codification Improvements to ASC 842 modified the effective dates of all other entities. In June 2020, ASU 2020-05 deferred the effective date for one year for entities in the “all other” category. For all other entities, the amendments in ASU 2020-05 are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application of the guidance continues to be permitted. The Company has adopted ASU 2016-02 from January 1, 2019 and used the modified retrospective transition method provided by ASU No. 2018-11 for the adoption.

In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Company does not expect to early adopt this guidance and is in the process of evaluating the impact of adoption of this guidance on the Company’s consolidated financial statements.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

Quantitative and Qualitative Disclosures about Market Risks

We are also exposed to liquidity risk which is risk that we are 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 other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.

Inflation risk

Our costs and expenses may also be affected by China’s inflation level. Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9 %, 2.5% and 0.9%, respectively. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Interest rate risk

Our exposure to interest rate risk primarily relates to the long-term borrowings we have entered with a bank. 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 have now or in the future.

Foreign currency translation and transaction

Substantially all of our operating activities and our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

INDUSTRY

China is one of the major manufactures and consumers of two-wheeled electric vehicles, three-wheeled electric vehicles, and off-highway four-wheeled electric shuttles in the world. The new energy vehicles industry in China is large and growing steadily. The industry has been attracting investment in recent years. New technologies and new materials are also constantly being added to incorporated into products in the industry. Competition is intensifying.

According to the market research and analysis report provided by Beijing Boyan Zhishang Information Consulting Co., Ltd., an active market research company in China, the market conditions of electric two-wheeled vehicles, e-mopeds, three-wheeled vehicles and off-highway four-wheeled electric shuttles are generally as follows:

Electric Two-Wheeled Vehicles Market in China

Retail sales market of two-wheeled vehicles in China

From 2017 to 2021, the annual sale revenue in China increased from $10.89 billion to $14.3 billion. And its CAGR is about 5.6%. The sales volume increased from 30 million Units to 41.5 million units and the CAGR is 6.65%.

The charts below present the retail sales volume and retail sales value of the two-wheeled electric vehicles market in China:

Sales volume and value of the Electric Two-Wheeled Vehicles market in the PRC, 2017-2021

Sales volume and value of the Electric Two-Wheeled Vehicles in China from 2017-2021

	Year	Sales volume (unit, Million)	Sales revenue (Billion USD $)	Average price in USD$	Growth rate in sales volume		Growth rate in sales revenue
	2017	30.50	10.89	357
	2018	32.20	11.09	344	5.57	%	1.84	%
	2019	36.80	13.3	361	14.29	%	19.92	%
	2020	47.60	16.3	342	29.35	%	22.56	%
	2021	41.50	14.3	344	-12.82	%	-12.27	%

Source: China Electric Vehicle Association

Export of two-wheeled vehicles in China

China is one of the largest exporters of electric two-wheeled vehicles in the world. According to the China Electric Vehicle Association, the export value of China’s electric two-wheeled vehicles industry was USD 3.67 billion in 2017, USD 5.01 billion in 2018, USD 5.47 billion in 2019, USD 6.82 billion in 2020, and USD 7.43 billion in 2021. Europe and Southeast Asia are the two major export destinations of China’s electric two-wheeled vehicles, accounting for about 70% of the total export volume. The export volume of China’s electric two-wheeled vehicles industry from 2017 to 2022 is as follows:

Export volume and value of China’s two-wheeled vehicles industry from 2017 to 2021

	Year	Sales volume (unit, Million)	Sales revenue (Billion USD $)	Average price in USD$	Growth rate in sales volume		Growth rate in sales revenue
	2017	9.66	3.67	380.00
	2018	11.95	5.01	420.00	23.71	%	36.73	%
	2019	13.34	5.47	410.00	11.63	%	8.97	%
	2020	17.94	6.82	380.00	34.48	%	24.64	%
	2021	19.30	7.43	385.00	7.58	%	9.0	%

Source: China Electric Vehicle Association

Forecast of market scale of two wheeled electric vehicles

According to China Electric Vehicle Association, the market size of China’s two wheeled electric vehicle industry will be USD 20.3 billion in 2022, and USD 37.28 billion in 2028, with the CAGR is at approximately 9.06%. The forecast of the market scale of China’s two-wheeled electric vehicle industry from 2022 to 2028 is as follows:

Year	The forecast of the market scale of China’s two-wheeled electric vehicle industry from 2022 to 2028		Year on year growth rate (%)
2022		20.3		41	%
2023		23.6		16.26	%
2024		25.8		9.32	%
2025		28.5		10.47	%
2026		30.6		7.37	%
2027		33.8		10.46	%
2028		37.28		10.30	%

Source: China Electric Vehicle Association

Electric Three-Wheeled Vehicles Market in China

Electric three-wheeled vehicles are divided into e-tricycles for transportation (usually in rural areas) and leisure (usually in urban areas) purposes. We only manufacture and sell e-tricycles for recreational purposes, which require certain licenses from the PRC government. On November 27, 2018, the Ministry of industry and information technology of PRC issued The Administrative Measures For Road Motor Vehicle Manufacturers And Product Access Permits, which came into effect on June 1, 2019. According to the provisions of Article 6 of the measures, the enterprises shall obtain the industry access permit to manufacture the road motor vehicle products first. The qualified manufacturers can apply for the driving permits of the road motor vehicle products. Only products that have obtained driving permits can be licensed by the Public Security Bureau of PRC for running on public roads. Article 28 of the measures allows non-qualified enterprises to outsource the production capacity of the qualified enterprises.

Retail sales market of electric three-wheeled vehicles in China

According to China Electric Vehicle Association, the growth of sales volume of three-wheeled electric vehicle in China including the freight cargo tricycles increased from 7 million units in 2017 to 8.21 million units in 2021, representing a CAGR of about 3.2%. Among them, the number of cargo tricycles is declining, and the number of urban leisure tricycles is increasing from 30% to more than 50% of the total three-wheeled vehicle market in 2021, with sales volume reaching nearly 4.5 million units. At the same time, the fuel engine tricycles decline from 30% of the total three-wheeled vehicle market in 2017 to 12% of the total three-wheeled vehicle market in 2021. The sales value of tricycles was about USD 4.37 billion in 2017 and 4.67 billion in 2021. The CAGR is about 1.17%. The sales volume and value of China’s three-wheeled vehicles industry from 2017 to 2021 is as follows:

Sales volume and value of China’s three-wheeled vehicle industry from 2017 to 2021

Year	Sales volume (unit, Million)		Year on year growth rate (%)			Sales value (billion USD$)		Year on year growth rate (%)			price per unit (USD $)
2017		7.00					4.37					624.29
2018		7.79		11.24	%		4.06		-7.09	%		521.39
2019		7.8		0.23	%		4.07		0.25	%		521.49
2020		8.70		11.47	%		4.3		5.65	%		494.25
2021		9.20		5.75	%		4.56		6.05	%		495.65

Source: China Electric Vehicle Association

Forecast of market scale of three-wheeled electric vehicles

According to China Electric Vehicle Association, the market size of China’s three-wheeled electric vehicle industry will be USD 6.23 billion in 2022, and USD 9.12 billion in 2028, with the CAGR of revenue is at approximately 5.55%. The forecast of the market scale of China’s three-wheeled electric vehicle industry from 2022 to 2028 is as follows:

The forecast of the market scale of China’s three-wheeled vehicle industry from 2022 to 2028

Year	The forecast of the market vale (billion USD$)		Year on year growth rate (%)			The forecast of the market volume (unit Million)		Year on year growth rate (%)
2022		4.89		7.24	%		9.80		6.52	%
2023		5.3		8.38	%		10.50		7.14	%
2024		5.78		9.06	%		11.20		6.67	%
2025		6.3		9.00	%		12.00		7.14	%
2026		6.9		9.52	%		13.00		8.33	%
2027		7.5		8.70	%		14.00		7.69	%
2028		8.1		8.00	%		15.00		7.14	%

Source: China Electric Vehicle Association

Off-Highway Four-Wheeled Electric Shuttles Market in China

The off-highway four-wheeled electric shuttles market including golf carts, sight-seeing tourist carts, various utilities carts and elderly scooters. The market scale of the off-highway four-wheeled electric shuttles in China is expected to reach USD 2.53 billion in 2022 and 3.87 billion in 2028, representing CAGR of 6.3%. For example, the global golf cart market sales reached USD 1.5 billion in 2021 and is expected to reach USD 1.9 billion in 2028, with a CAGR of 2.93%. At present, North America is the largest golf cart market in the world, accounting for about 50% of the market share, followed by the Asia Pacific and European markets, which together account for nearly 40% of the market share.

Off-Highway Four-Wheeled Electric Shuttles Retail sales market in China

According to China Electric Vehicle Association, the sales volume of China’s off-highway four-wheeled electric shuttles grew rapidly from 1.1 million units in 2017 to 1.8 million units in 2021, representing a CAGR of 10.3%. The sales volume of China’s off-highway four-wheeled electric shuttles industry is about USD 1.21 billion from 2017 to USD 1.73 billion in 2021, representing a CAGR of 7.3%. The charts below present the retail sales volume and retail sales value of the off-highway four-wheeled electric shuttles market in China:

Sales volume and value of China’s off-highway four-wheeled electric shuttles from 2017 to 2021

Year	Sales volume ( unit, Million)		Year on year growth rate (%)			Sales value (Billion USD)		Year on year growth rate (%)
2017		1.10					1.21
2018		1.25		13.61	%		1.38		14.05	%
2019		1.33		6.52	%		1.50		8.70	%
2020		1.21		-9.34	%		1.38		-8.00	%
2021		1.80		49.15	%		1.93		39.86	%

Source: China Electric Vehicle Association

Export of off-highway four-wheeled electric shuttles in China

China is one of the largest exporters of off-highway four-wheeled electric shuttles in the world. Although the industry has experienced the negative impact of COVID-19 and excessive increase of shipping costs, the exports of this segment product have maintained growth since 2017. For example, according to the data of China Customs, 542,000 units of electric golf carts were exported from China in 2017, 586.000 units in 2018, 551,000 units in 2019, 854,000 units in 2020, and 920,000 units in 2021, representing a CAGR of 11.06%.

The export volume and value in USD of China’s electric golf cart from 2017 to 2021 is as follows:

Year	Sales volume ( unit, 10 thousand)		Year on year growth rate (%)			Sales value (in 10 million USD)		Year on year growth rate (%)
2017		54.2		0			52.6		0
2018		58.6		8.12	%		56.18		6.81	%
2019		55.1		-5.97	%		55.72		-0.82	%
2020		85.4		54.99	%		77.19		38.53	%
2021		93.85		9.89	%		92.12		19.34	%

Resource: China Customs

Forecast of market scale of off-highway four-wheeled electric shuttles

According to China Electric Vehicle Association, the market size of China’s off-highway four-wheeled electric shuttles will be USD 6.23 billion in 2022 and USD 9.12 billion in 2028, representing a CAGR of 5.56%. The forecast of the market scale of China’s off-highway four-wheeled electric shuttles from 2022 to 2028 is as follows:

Year	Sales value (billion USD)		Year on year growth rate (%)			Sales volume (unit, Million)		Year on year growth rate (%)
2022		2.09		8.26	%		2.1		16.67	%
2023		2.48		18.45	%		2.5		19.05	%
2024		2.91		17.60	%		2.94		17.60	%
2025		3.14		7.96	%		3.20		8.84	%
2026		3.41		8.53	%		3.48		8.75	%
2027		3.65		6.90	%		3.72		6.90	%
2028		3.93		7.75	%		4.00		7.53	%

The forecast of the market value and volume of China’s off-highway four-wheeled electric shuttles from 2022 to 2028

Source: China Electric Vehicle Association

In-vehicle Infotainment system industry

In-vehicle Infotainment system is a combination of vehicle systems which are used to deliver entertainment and information to the driver and the passengers through audio/video interfaces, control elements like touch screen displays, button panel, voice commands, and more. In-vehicle Infotainment system market demand is likely to be driven by demand for navigation as the key feature, and by increased demand for cognitive functioning and entertainment in general. Large screens continue to penetrate the market, as demand for entertainment with connected technologies like Bluetooth, apps, and video-on-demand remains high. The growing automation in cars is making way for increased addition of speech recognition technology, which is also a key trend to drive increased demand for entertainment in vehicles. An in-vehicle infotainment system generally includes the following: car entertainment system, car navigation system, car stereo, Vehicle Onboard Radar and parking sensor.

The charts below present the retail sales volume and retail sales value of global in-vehicle infotainment system market.

Year	Sale volume (10 Million sets)		Year on year growth rate		Sale value (Billion USD)		Year on year growth rate		price per set (USD $)
2017		10.45				12.04				115.17
2018		11.47		9.70%		13.15		9.26%		114.71
2019		12.67		10.50%		14.42		9.62%		113.79
2020		13.51		6.60%		15.48		7.35%		114.59
2021		14.51		7.40%		16.77		8.37%		115.63
2022		15.45		6.50%		17.97		7.14%		116.32
2023		16.7		8.10%		19.50		8.53%		116.78
2024		18.24		9.20%		21.45		9.96%		117.60
2025		19.59		7.40%		22.96		7.08%		117.25
2026		21.41		9.30%		25.20		9.74%		117.72
2027		22.97		7.30%		26.88		6.66%		117.01
2028		24.46		6.50%		28.74		6.93%		117.48

The output of in-vehicle infotainment systems globally has shown a stable growth in recent years. It is expected to grow from US$16.77million in 2021 to US$28.74 billion in 2028, with a CAGR of 7.96% (2022-2028). From 2017 to the 2021, the CAGR of output of in-vehicle infotainment systems in China was 6.8%.

The output of in-vehicle infotainments system in China has shown a fast trend of growth in recent years. It is expected to grow from US$4.47 billion in 2021 to US$8.02 billion in 2028, with a CAGR of 8.67% (2022-2028). From 2017 to the 2021, the CAGR of output of in-vehicle infotainment systems in China was 6.96%. It is expected that the output of in-vehicle infotainment systems in China will reach 77.93 million sets in 2028 and revenues of US$8.02 billion.

Below is the trend of China in-vehicle infotainment system market volume and sales value:

Year	Sale volume (Million sets)		Year on year growth rate			Sales value (Billion USD)		Year on year growth rate			Average price per set (USD)
2017		31.79					3.18					99.92
2018		34.53		8.62	%		3.48		9.47	%		105.47
2019		38.08		10.28	%		3.82		9.75	%		104.3
2020		40.21		5.59	%		4.06		6.44	%		102
2021		43.95		9.30	%		4.47		10.07	%		103
2022		46.9		6.71	%		4.79		7.13	%		106
2023		51.4		9.59	%		5.2		8.61	%		106.25
2024		56.23		9.40	%		5.72		9.95	%		106.25
2025		60.68		7.91	%		6.24		9.09	%		106.25
2026		65.77		8.39	%		6.71		7.53	%		107.34
2027		71.82		9.20	%		7.36		9.75	%		107.5
2028		77.93		8.51	%		8.02		8.93	%		107.66

Source: Electronic Technology Committee of SAE-China

PRC REGULATIONS

We operate our business in the PRC under a legal regime consisting of the National People’s Congress, which is the country’s highest legislative body, the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including the State Administration of Foreign Exchange, or SAFE, the Ministry of Commerce, or MOFCOM, the National Development and Reform Commission, or NDRC, or the State Administration for Market Regulation, or SAMR, formerly known as the State Administration for Industry and Commerce, and their respective authorized local counterparts.

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

Regulation of the Production of Electric Bicycles

On June 24, 2017, the State Council of the PRC issued the Decision on Adjusting the Catalogue for the Administration of Production Permits for Industrial Products and on Trying out the Simplification of Approval Procedures, or the Decision. Pursuant to the Decision, the production license for electric bicycle was cancelled and was changed to implement mandatory product certification management. On July 2, 2018, the Announcement on the Arrangements for the Transfer of Electric Bicycle Products from Licensing to CCC Certification Management was jointly promulgated by the State Administration for the CNCA. According to the Announcement, electric bicycle products without CCC certification shall not be delivered, sold, imported or used in other business activities commencing from April 15, 2019. On July 19, 2018, the CNCA issued the Implementation Rules for Compulsory Product Certification of Electric Bicycles (CNCA-C11-16: 2018) which came into effect on August 1, 2018.

On May 15, 2018, the New National Standards were promulgated by the State Administration for Market Regulation and the National Standardization Management Committee and became effective on April 15, 2019. The New National Standards replace the General Technical Requirements for Electric Bicycles (GB 17761-1999) which were issued on May 28, 1999.

Regulations relating to Foreign Direct Investment

The Company Law of the PRC (the “Company Law”) was promulgated on December 29, 1993 and was subsequently amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013 and October 26, 2018. Limited liability companies and stock limited companies established in China shall be subject to the Company Law. Foreign-invested companies are also subject to the Company Law, except as otherwise provided in the foreign investment laws.

The Foreign Investment Law of the PRC (the “Foreign Investment Law”) was adopted by the National People’s Congress on March 15, 2019, which came into force as of January 1, 2020, and replaced the Law of the PRC on Sino-Foreign Equity Joint Ventures, the Law of the PRC on Sino-Foreign Contractual Joint Ventures and the Law of the PRC on Wholly Foreign-owned Enterprises to become the legal foundation for foreign investment in the PRC. Under the Foreign Investment Law, the State Council of the People’s Republic of China, or the State, shall implement the management systems of pre-entry national treatment and negative list for foreign investment, according to which the treatment given to foreign investors and their investments during the investment access stage shall be no less favorable than that given to their domestic counterparts, and the State shall give national treatment to foreign investment beyond the negative list where special administrative measures for the access of foreign investment in specific fields is specified. Besides, the State shall protect foreign investors’ investment, earnings and other legitimate rights and interests within the territory of the PRC in accordance with the law. The State will take measures to prompt foreign investment such as ensuring fair competition for foreign-invested enterprises to participate in government procurement activities, and protecting the intellectual property rights of foreign investors and foreign-invested enterprises. In respect of administration of foreign investment, foreign investment projects shall go through relevant verification and record-filing formalities if required by relevant PRC laws and regulations. The organization form, institutional framework and standard of conduct of a foreign-invested enterprise shall be subject to the provisions of the Company Law or the Partnership Enterprise Law of the PRC, if applicable.

According to the Catalogue for the Guidance of Foreign Investment Industries first promulgated on June 20, 1995 and amended from time to time and the Provisions for Guiding Foreign Investment Direction issued by the State Council on February 11, 2002 and implemented on April 1, 2002, the foreign-invested projects can be classified into the following categories by industries: encouraged, permitted, restricted and prohibited. The industries not listed in the catalogue belong to the permitted industries for foreign investment projects. According to the Catalogue of Industries for Encouraging Foreign Investment (2020 Version) which was promulgated on December 27, 2020 and became effective on January 27, 2021 and the Special Administrative Measures for the Admission of Foreign Investment (Negative List) (2021 Edition) which was promulgated on December 27, 2021 and became effective on January 1, 2022, the industry in which our PRC subsidiaries are primarily engaged does not fall into the category of restricted or prohibited industries.

Measures on Reporting of Foreign Investment Information was promulgated by the Ministry of Commerce and State Administration for Market Regulation on December 30, 2019 and took effect on January 1, 2020, which repealed the Provisional Methods for Filing Management. According to the Measures on Reporting of Foreign Investment Information, foreign investors or foreign-invested enterprises shall submit investment information through submission of initial reports, change reports, deregistration reports, annual reports etc. Such investment information shall be submitted to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System. The market regulatory authorities shall promptly forward the aforesaid investment information submitted by foreign investors and foreign-invested enterprises to the commerce administrative authorities.

Regulations relating to production safety

In accordance with the Law on Production Safety of the PRC (the “Production Safety Law”), which was promulgated on June 29, 2002, became effective on November 1, 2002 and was amended on August 27, 2009, August 31, 2014 and June 10, 2021 respectively, entities engaging in production are required to implement production safety measures specified in the Production Safety Law and other relevant laws, administrative regulations, national standards and industry standards. Any entity that does not implement such measures for safe production is prohibited from engaging in production and business operation activities. Entities are required to provide their employees with education and training on production safety. Entities shall also provide their employees with protective gear that meet national and industry standards as well as supervision and proper training to ensure their correct utilization.

Regulations Relating to Product Quality

According to the Civil Code of the PRC, which was promulgated in May 2020 and became effective in January 2021, a defective product which causes property damage or physical injury to any person may subject the manufacturer or vendor of such product to civil liability for such damage or injury.

The Product Quality Law of the PRC was promulgated on February 22, 1993, amended on 8 July 2000, 27 August 2009 and 29 December 2018, respectively. The Product Quality Law applies to anyone who manufactures or sells any product within the territory of the PRC. It is prohibited from producing or selling counterfeit products in any form, including counterfeit brands, or providing false information about the product manufacturers. Violation of national or industrial standards may result in civil liability and administrative penalties such as compensation, fines, suspension of business and confiscation of illegal income, and serious violations may result in criminal liabilities.

Regulations on Consumer Protection

The PRC Consumer Protection Law, as amended on October 25, 2013 and effective on March 15, 2014, sets out the obligations of business operators and the rights and interests of the consumers. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity, etc. of the commodities. Failure to comply with the Consumer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, exchange of commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties if business operators commit crimes by infringing the legitimate rights and interests of consumers. The amended PRC Consumer Protection Law further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially on the business operators through the Internet. For example, the consumers are entitled to return the goods (except for certain specific goods) within seven days upon receipt without any reasons when they purchase the goods from business operators via the Internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from sellers or service providers.

Regulations relating to environmental protection

Enterprises conducting manufacturing activities in China are subject to provisions under the PRC environmental laws and regulations on noise, waste water, air emission and other industrial waste. The major governing environmental laws and regulations consist of the Environmental Protection Law of the PRC, which was most recently amended on April 24, 2014 and became effective on January 1, 2015, the Law of the PRC on the Prevention and Control of Water Pollution, which was most recently amended on June 27, 2017 and became effective on January 1, 2018, the Law of the PRC on the Prevention and Control of Air Pollution, which was most recently amended and became effective on October 26, 2018, the Law of the PRC on the Prevention and Control of Solid Waste Pollution, which was most recently amended on April 29, 2020 and became effective on the September 1, 2020 and the Law of the PRC on the Prevention and Control of Noise Pollution, which was promulgated on December 24, 2021 and became effective on June 5, 2022 (collectively the “Environmental Laws”). Pursuant to the Environmental Laws, PRC enterprises shall build requisite environmental treatment facilities affiliating to the manufacturing facilities, where waste air, waste water and waste solids generated can be treated properly in accordance with the relevant provisions.

Pursuant to the Law of the PRC on Evaluation of Environment Effects, which was promulgated on October 28, 2002 and was amended on July 2, 2016 and on December 29, 2018, the Administrative Regulations on Environmental Protection for Construction Projects, which was promulgated on November 29, 1998 and amended on July 16, 2017 and became effective on October 1, 2017, and the Interim Measures for the Acceptance Inspections of Environment Protection Facilities of Construction Projects, which was promulgated by the Ministry of Environmental Protection of the PRC on November 20, 2017, enterprises that are planning construction projects should provide assessment reports, statement or registration form on the environmental impact of such projects. The assessment reports and statements must be approved by the competent environmental protection authorities prior to commencement of any construction work, while the registration forms shall be filed to them. Unless otherwise stipulated by laws and regulations, enterprises which are required to provide assessment reports and statements shall undertake the responsibility of acceptance inspections of the environmental protection facilities by itself upon the completion of the construction project. A construction project may be formally put into production or use only if the corresponding environmental protection facilities have passed the acceptance inspection. The competent authorities may carry out spot check and supervision on the implementation of the environmental protection facilities.

Regulations relating to Intellectual Property Rights

Trademark

The Trademark Law of the PRC was promulgated on August 23, 1982 with the last amendment effective from November 1, 2019. The implementing regulations of Trademark Law of the PRC was promulgated on August 3, 2002 by the State Council and amended on April 29, 2014 and became effective on May 1, 2014. These current effective laws and regulations provide the basic legal framework for the regulations of trademarks in China, covering registered trademarks including commodity trademarks, service trademarks, collective marks and certificate marks. The Trademark Office under the State Administration for Market Regulation of China or “SAMR” is responsible for the registration and administration of trademarks in China. Trademarks are granted on a term of 10 years commencing on its registration date. Six months prior to the expiration of the 10-year term, an application may renew the trademark for another 10 years.

Patent

Pursuant to the Patent Law of the PRC, or the Patent Law of the PRC, promulgated on March 12, 1984 with the last amendment effective from June 1, 2021, and the Implementing Regulations of the Patent Law of the PRC promulgated on June 15, 2001 with the last amendment effective from February 1, 2010, respectively, an inventor or a designer may apply to the State Intellectual Property Office, or the SIPO for the grant of an invention patent, a utility model patent or a design patent. According to the Patent Law of the PRC, the right to apply for a patent (a patent application) and of registered patent can be transferred upon completion of registration with SIPO. The patent right duration is 20 years for invention, 10 years for utility model and 15 years for design, starting from the date of application. A patentee is obligated to pay annual fee beginning with the year in which the patent right is granted. Failure to pay the annual fee may result in a termination of the patent right duration.

Copyright

Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC, the Regulation on Computer Software Protection and related rules and regulations, the term of protection for copyrighted software is 50 years.

Domain names.

Domain names are regulated by the Administrative Measures on the Internet Domain Names promulgated by the Ministry of Industry and Information Technology or “MIIT”. The MIIT is the major regulatory body responsible for the administration of domain names, under supervision of which the CNNIC is responsible for the daily administration of .cn domain names and Chinese domain names. MIIT adopts the “first to file” principle with respect to the registration of domain names. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and applicants become domain name holders upon successful registration.

Regulations on employment and social welfare

Labor Laws

Companies in the PRC are subject to the Labor Law of the PRC (the “PRC Labor Law”) which was promulgated on July 5, 1994, became effective on January 1, 1995 and was further amended on August 27, 2009 and December 29, 2018, the Labor Contract Law of the PRC (the “PRC Labor Contract Law”) which was promulgated on June 29, 2007, became effective on January 1, 2008 and was further amended on December 28, 2012, and the Implementation Regulations of the PRC Labor Contract Law which was promulgated by the State Council on September 18, 2008 and became effective on the same date, as well as other related regulations, rules and provisions promulgated by the relevant government authorities from time to time. Compared to previous PRC laws and regulations, the PRC Labor Contract Law imposes stricter requirements in such respects as signing of labor contracts with employees, stipulation of probation period and violation penalties, termination of labor contracts, payment of remuneration and economic compensation, use of labor dispatches as well as social security premiums.

According to the PRC Labor Law and the PRC Labor Contract Law, a labor contract in writing shall be concluded when a labor relationship is to be established between an employer and an employee. An employer shall pay an employee two times of his salary for each month in the circumstance where he fails to enter into a written labor contract with the employee for more than a month but less than a year; where such period exceeds one year, the parities are deemed to have entered into an unfixed-term labor contract. Employers shall pay wages that are not lower than the local minimum wage standards to the employees. Employers are also required to establish labor safety and sanitation systems in compliance with PRC rules and standards, and to provide relevant training to the employees.

Social Insurance and Housing Provident Funds

The PRC social insurance system is mainly governed by the Social Insurance Law of the PRC (the “Social Insurance Law”). The Social Insurance Law was promulgated by the SCNPC on 28 October 2010, became effective on July 1, 2011 and was amended on December 29, 2018. According to the Social Insurance Law, the Decision of the State Council on the Establishment of the Medical Insurance Program for Urban Workers (effective from December 14, 1998), the Regulation of Insurance for Work-Related Injuries (effective from January 1, 2004 and amended on December 20, 2010), Trial Measures for Maternity Insurance of the Staff and Workers in Enterprises (effective from January 1, 1995), the Regulations on Unemployment Insurance (effective from January 22, 1999), the Interim Regulations on the Collection and Payment of Social Insurance Premiums(effective from January 22, 1999 and most recently amended on March 24, 2019), employers in the PRC shall make social insurance registration with the competent authorities, and pay five basic types of social insurance premiums for their employees, or rather, basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. According to the Social Insurance Law, if an employing entity does not pay the full amount of social insurance premiums as scheduled or required, the social insurance premium collection institution shall order it to make the payment or make up the difference within the stipulated period and impose a daily fine equivalent to 0.05% of the overdue payment from the day on which the payment is overdue. If the payment is not made within the prescribed time, the social insurance authority shall impose a fine ranging from one to three times of the overdue payment amount.

According to the Regulations on Management of Housing Provident Funds which was promulgated by the State Council and came into effect on April 3, 1999 and was amended on March 24, 2002 and March 24, 2019, all business entities (including foreign invested enterprises) are required to register with the local housing provident funds management center and then maintain housing provident fund accounts and pay the related funds for their employees. In addition, for both employees and employers, the payment rate for housing provident fund shall not be less than 5% of the average monthly salary of the employees in the previous year. The payment rate may be raised if the employer desires so. Where an entity fails to deposit the housing provident fund in full within the time limit, it shall be ordered by the housing provident fund management center to deposit the fund within a time limit; if it still fails to deposit the fund within the time limit, the housing provident fund management center may apply to the People’s Court for enforcement.

Regulations relating to foreign exchange

The Regulation of the PRC on Foreign Exchange Control, promulgated by the State Council on January 29, 1996 and most recently amended on August 5, 2008, is the principal regulation on foreign exchange in the PRC. According to such regulation, Renminbi is freely convertible for current account items after due process, including distribution of dividends, trade-related foreign exchange transactions and service-related foreign exchange transactions, whereas foreign exchange for capital account items, such as direct investments or loans, requires prior approval of and registration with the State Administration of Foreign Exchange (the “SAFE”).

According to the Circular of State Administration of Foreign Exchange on the Reform of Administrative Approach for the Settlement of Foreign Exchange Capital Funds of Foreign-funded Enterprises which was promulgated on March 30, 2015 and effective as from June 1, 2015, the voluntary settlement of foreign exchange capital funds for foreign-funded enterprises will be implemented. The foreign exchange capital funds in a foreign-funded enterprise’s capital account which have been recognized by a foreign exchange bureau as the interests of monetary capital contributions or registered with a bank as commercial capital contributions, can be settled in banks according to such enterprise’s actual business operation requirements. The provisional percentage for the voluntary settlement of foreign exchange capital funds for foreign-funded enterprises is 100%.

According to the Notice of State Administration of Foreign Exchange on Reforming and Standardizing Capital Account Foreign Exchange Settlement Administration Policies issued by SAFE on June 9, 2016, it has been specified that, for the capital account foreign exchange income subject to voluntary foreign exchange settlement (including the repatriation of the proceeds from overseas listing), the domestic institutions may conduct the foreign exchange settlement at the banks according to their operation needs. The proportion of the capital account foreign exchange income subject to voluntary foreign exchange settlement was tentatively set as 100%, provided that SAFE may adjust the aforesaid proportion according to the international payment balance status in good time.

On January 26, 2017, SAFE promulgated the Circular on Further Improving the Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification (the “SAFE Circular 3”), which became effective on the same date and stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including: to process outbound remittance of profits in an amount equivalent to above USD 50,000 for domestic entities (i) banks shall, under the principle of genuine transaction, check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements, and affix seals on the original version of the tax filing records to indicate the amount and the date of the outbound remittance; and (ii) domestic entities shall use profits to make up for previous years’ losses before remitting the profits. Further, pursuant to the SAFE 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.

Regulation of Dividend Distributions

The principal laws, rules and regulations governing dividend distribution by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended. Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set aside as general reserves at least 10% of their after-tax profit, until the cumulative amount of such reserves reaches 50% of their registered capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations on tax

PRC Enterprise Income Tax

PRC enterprise income tax is calculated based on taxable income, which is determined under (i) the Enterprise Income Tax Law of the PRC (the “EIT Law”), which was promulgated on 16 March 2007, and was most recently amended and became effective on December 29, 2018, and (ii) the Implementing Regulations of the EIT Law (the “EIT Regulation”) promulgated by the State Council on December 6, 2007 and implemented on 1 January 2008 and amended on 23 April 2019. The EIT Law imposes a uniform enterprise income tax rate of 25% on all PRC resident enterprises, including foreign-invested enterprises, unless they are qualified for certain exceptions. The enterprise income tax is calculated based on the PRC resident enterprise’s global income as determined under PRC tax laws and accounting standards.

The EIT Law also provides that enterprises established under the laws of foreign jurisdictions with “de facto management body” located in PRC are treated as “resident enterprises” for PRC tax purposes, and will be subjected to PRC income tax on their worldwide income. Under the EIT Regulation, a “de facto management body” is defined as a body that has real and overall management and control over the business, personnel, accounts and properties of an enterprise.

PRC Value-Added Tax

Pursuant to the Interim Regulations of the PRC on Value-added Tax which was promulgated on December 13, 1993 and was most recently amended and became effective on November 19, 2017 and the Implementing Rules for the Interim Regulations of the PRC on Value-added Tax which was promulgated on December 25, 1993 and was most recently amended on October 28, 2011 and became effective on November 1, 2011 (collectively the “VAT Law”), all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay value-added tax (the “VAT”) at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to all the refund of VAT that it has already paid or borne unless otherwise stipulated.

In accordance with the Notice of Ministry of Finance and State Administration of Taxation on the Adjustment of Value-added Tax which was promulgated by the Ministry of Finance and the State Administration of Taxation on April 4, 2018 and came into effect on May 1, 2018, the rate of Value-added Tax was adjusted. To be specific, where a taxpayer engages in a taxable sales activity for the Value-added Tax purpose or imports goods, the previous applicable 17% tax rates were adjusted to 16%.

In accordance with the Notice of Ministry of Finance and State Administration of Taxation on the Adjustment of export rebate rate of some products which was promulgated by the Ministry of Finance and the State Administration of Taxation on October 22, 2018 and came into effect on November 1, 2018, except for the products mentioned otherwise, the export rebate rate of the export products has increased from 15% to 16%.

According to Announcement on Policies for Deepening the Value-added Tax Reform which was promulgated by the Ministry of Finance, the State Taxation Administration and the General Administration of Customs on March 20, 2019 and came into effect on April 1, 2019, the rate of Value-added Tax has been adjusted. To be specific, (1) for general Value-added Tax payers’ sales activities or imports that are subject to Value-added Tax at an existing applicable rate of 16%, the applicable Value-added Tax rate is adjusted to 13%; (2) for the exportation of goods or labor services that are previously subject to Value-added Tax at 16%, with the applicable export refund at the same rate, both the applicable Value-added Tax rate and export refund rate are adjusted to 13%.

Withholding Income Tax and Tax Treaties

The EIT Regulation provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.

Pursuant to an Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (the “Double Tax Avoidance Arrangement”), and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority having satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other governing laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, in compliance with the Notice of SAT on the Issues concerning the Application of the Dividend Clauses of Tax Agreements (the “Circular 81”), which was promulgated and became effective on February 20, 2009, if the relevant PRC tax authorities determine in their discretion that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. On February 3, 2018, the SAT issued the Announcement on Certain Issues Concerning the Beneficial Owners in a Tax Agreement (the “Circular 9”), which provides the guidance for determining whether a resident of a contracting counterparty is the “beneficial owner” of an item of income under China’s tax treaties and similar arrangements. Under Circular 9, a beneficial owner generally shall be engaged in substantive business activities and an agent may not be regarded as a beneficial owner and, therefore, may not qualify for these benefits.

Regulation of Overseas Investment by PRC Residents

On July 4, 2014, the 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, which replaced the former Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles (generally known as SAFE Circular 75) promulgated by SAFE on October 21, 2005. On February 13, 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Circular 13, which took effect on June 1, 2015. This SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their direct establishment or indirect control of an offshore entity established for the purpose of overseas investment or financing, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. Qualified local banks will directly examine and accept foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under Circular 37 from June 1, 2015.

These circulars further require amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a special purpose vehicle fails to complete the required SAFE registration, the PRC subsidiary of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

Potential Approval Required for This Offering

On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020). Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Given that: (i) we do not possess personal information on more than one million users in our business operations; and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities, our PRC legal counsel has advised that this offering would not be required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021).

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 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. Our PRC counsel, DeHeng Law Offices, has advised us based on their understanding of the current PRC law, rules and regulations that the CSRC’s approval is not required for the listing and trading of our Ordinary Shares on Nasdaq in the context of this offering, given that:

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the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and

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Jiangsu WFOE was not established by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rules.

However, our PRC legal counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its 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.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines, which will become effective on March 31, 2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million. The required filing materials shall include but not be limited to: (1) filing report and relevant commitments; and (2) domestic legal opinions. According to the Notice on the Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by CSRC on the same day, if we can obtain the SEC’s Notice of Effectiveness before March 31, 2023 and complete the issuance and listing before September 30, 2023, we will no longer need to submit the relevant information to CSRC for the filing procedures, otherwise we still need to complete the filing procedures with CSRC before our listing on U.S. exchanges. The Overseas Listing Regulations may subject us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Overseas Listing Regulations on a timely basis, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or become worthless.

Neither we nor any of our subsidiaries has not obtained the approval or clearance from either the CSRC, the CAC or any other regulators in China for this offering. However, if the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering and any follow-on offering, we may be unable to obtain such approvals and we may face sanctions by the CSRC, CAC or other PRC regulatory agencies for failure to seek their approval which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors and the securities currently being offered may substantially decline in value and be worthless. For more details, see “Risk Factors — Risks Related to Doing Business in China — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.”

BUSINESS

Overview

We are an innovative electric vehicles manufacturer and seller. We design, develop, manufacture and sell e-bicycles, e-mopeds, e-tricycles, and electric off-highway four-wheeled shuttles such as golf carts and mobility scooters for the elderly and disabled persons. We also provide automobile information and entertainment software development and design services to customers. Leveraging our cutting-edge technologies in connectivity, multimedia interactive systems and artificial intelligence, we are re-defining our products in order to provide users with convenient, affordable and pleasant driving experiences. We do not provide in-vehicle entertainment services to end-users independently.

Beijing LOBO (formerly Beijing Weiqi Technology Co., Ltd.), established in August 2014 and acquired by Jiangsu LOBO in 2021, our main operating entity, manufactures and sells e-bicycles and e-tricycles in China. Wuxi Jinbang, formed in October 2002 as one of the earliest companies manufacturing e-bicycles in China and acquired by Beijing LOBO in 2019, manufactures e-bicycles and e-mopeds. Tianjin LOBO, established in October 2021, manufactures e-tricycles and off-highway four-wheeled electric shuttles. Tianjin Bibosch, formed in March 2022, engages in the export business of our products. Guangzhou LOBO (formerly Guangzhou Zhong Ke Car-link Technology Co., Ltd.), formed in May 2019, provides intelligent product software solutions to automotive electronics, such as multimedia interactive systems, multifunctional rear-view mirrors, and dash-cams through cooperation with leading suppliers in the automobile industry

Our Mission

Our mission is to provide daily commuters with safer, smarter, and more affordable e-bicycles, e-tricycles, and off-highway four-wheeled electric shuttles.

Our Vision

Our vision is to provide commuters with affordable and high-quality EV and become a market leader in our industry by leveraging our design and intelligent technology.

Below is milestone of history:

Our Competitive Strengths

We believe that the following strengths contribute to our success and differentiate us from our competitors:

Accumulated industry resources and experienced management team

Our success is led by a visionary management team with a unique combination of engineering, design, and management experience, with a strong track record of execution. Our management and key personnel have extensive experience in the e-bicycles industry and the IT industry. Our CEO, Mr. Huajian Xu, has over 20 years’ experience in the marketing and management in the telecommunications industry, IT industry and e-bicycle industry. Together with the Standardization Work Committee of the China Electrotechnical Society, as the first author, he drafted the “Technical specification for conductive and intelligent fast charger of electric bicycles T/CES 065-2021” in 2021, which has become the industry standard of the intelligent fast charging field in the e-bicycle industry in China. The standard specifies the requirements for communication protocol, safety and charging process of conductive fast charger of e-bicycles. Currently, he is in charge of drafting the new industry standard of wheeled service robots for elderly with other experts organized by Standardization Work Committee of the China Electrotechnical Society. Our COO, Mr. Jiancong Cai, has over 12 years’ experiences in the research and development and management in the electronics industry. Mr. Cai was in charge of the business of TCL Electronics Holdings Limited, a listed company in Hongkong (01070.HK) and the general manager of TCL (Vietnam) Co., Ltd. a subsidiary of TCL Science and Technology Group Co., Ltd, a listed company in Shenzhen (000100.SZ) between 2012 and 2013. He served as the general manager of Guangzhou Flyaudio Automobile Audio Co., Ltd, an automotive electronics company, for six years. Our core management personnel also includes Mr. Xing Xia, the general manager of Wuxi Jinbang. Mr. Xia is one of the pioneers in the domestic e-bicycle industry and electric motorcycle industry, and has more than 20 years’ experience in the manufacture, operation and management of electric motorcycles and bicycles.

User-centered product design philosophy

We believe that products can speak everything by themselves. We adhere to the user-centered product design concept and integrated product development concept in our innovative research and development system. In every process of product development, we design and develop our products based on the needs of customers and user experience. To this end, we value actual needs of end-users for product design and integrate them into the entire product life cycle. Our R&D team and sales team work closely with our dealers during our design and research process. For example, we invite dealers to participate in our scenario-based surveys, prototype testing and usability testing sessions. The goal of our user-centered product design is to provide commuters with safe, affordable and high-quality EV products.

Our user-centric product design process includes:

	1.	Understand the context of use and specify user requirements by conducting interviews with our end-users and dealers: Who are the main users of the product; what drives users to use the product; what are users’ demands and under what circumstances users use the product?
	2.	Design solutions and launch prototypes for testing: Once we summarize the design concept and the user’s requirements, we will launch prototypes for testing.
	3.	Evaluate against the requirements and optimize our products with our suppliers: We conduct usability tests to get firsthand feedback from the users of the products and optimize the products with our suppliers in order to achieve cost efficiency. Getting our suppliers involved in the development of our new products is a critical element of our cost control.
	4.	Repeat the above process to realize continuous improvement.

Many of our best-selling products, such as the e-bicycle model Z8, and the urban tricycle model X1 are symbolic products developed under the user-centered design concept. For example, we sealed the chassis by installing an armor for the urban tricycle models X1 to shield our tricycles from being damaged by poor road conditions and thereby reducing our users’ maintenance costs.

Innovative marketing strategy

Our marketing strategy can be divided into differentiated strategy and cost-leadership strategy. For the differentiated strategy, we strengthen our own characteristics of products, and focus on differentiated features and functions for our users, such as users living in rural area of China, delivery persons, the elderly, and female users. For example, some of our products provide extended seats for rural users, extended cargo brackets for delivery persons, dash cams embedded in elderly scooters and unique appliqués for females. Under the guidance of cost-leadership strategy, the company adopts a series of means to optimize the production process, optimize the product structure, outsource certain manufacturing to other reliable manufacturers, optimize supply chain management, obtain priority treatment from our suppliers, and reduce product costs through joint research and development with academics. The concepts of total quality management and total budget management are introduced and adopted in our business and daily operations.

Our Growth Strategies

Continue to innovate and launch new products

Our success has been underpinned by our innovation of products, including our integrated product development concept and user-centered product design philosophy. We believe that our high-quality and affordable products are the keys to our success. To achieve the goal of being a hidden champion in the industry, we will (1) adhere to the manufacture of e-bicycles as our main business, launch new products, and diversify our products line, such as our latest solar-powered e-bicycles; (2) prioritize our strategic products, such as intelligent electric urban tricycles and elderly scooters, and (3) strengthen the development of intelligent multimedia interactive system software solutions to help our technologies attain a leading position in the EV industry. Intelligent multimedia interactive systems can be used in four-wheeled vehicles, two-wheeled vehicles, and three-wheeled vehicles, which can greatly increase the differentiated advantages of our products.

To stay at the forefront of technological innovation, we will continue to invest significant resources in research and development and will recruit experts and talents globally. We will seek to establish and strengthen strategic cooperation and partnerships globally with industry leaders, design firms and research institutions.

Attach importance to customer relationship management

The perspective of our customer relationship management is to “help our customers succeed”, rather than simply meeting the customer demands. We value the feedback of our customers and dealers and upgrade our products to address their demands. To build a long-lasting relationship with our dealers and customers, we provide technical support, product information, and manufacturing know-how. We plan to set up branches or representative offices in our foreign target markets in order to better understand the local market in the future.

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Diversify and increase marketing methods

Our sales channels are divided into two segments: (1) for e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled electric shuttles segment, we sell our products through dealers and the Alibaba international platform, where we can also find new dealers; and (2) for solutions development segment, we operate our business based on relationship marketing through visiting tier-one suppliers and obtaining new orders.

As of November 30, 2022, we have established a dealer network with 163 dealers in over 10 provinces across China, including Tianjin, Beijing, Hebei, Jiangsu, Zhejiang, Anhui, Hunan, Fujian and Guangdong, and 36 dealers in foreign countries in Asia, Latin America and the U.S.

We normally expand our dealer network and engage new dealers when we attend trade shows. Recently, because of the COVID-19 pandemic, most trade shows in China have been canceled. To maintain our dealer network, we visit our dealers and develop new dealer relationships by visiting dealers in person. At the same time, we expand our brand awareness by using social media, including WeChat, Tiktok, and other short video platforms. We also expect to increase our marketing expenses on the Alibaba international platform and Made-in-China.com to expand our dealer network around the world in 2022.

For our solution development segment, we maintain our business relationship with a few leading suppliers in the industry by providing good quality service and improving the capabilities of our solutions, including the capabilities in integrating and outsourcing. Our rich experiences and resource capabilities in multimedia interactive software system give us irreplaceable advantages for tier-one suppliers.

Strengthen cost control

We endeavor to reduce our procurement cost through centralized ordering and controlling manufacturing costs through the innovation of internal management and the optimization of process flow. We benefit from our close relationships with our suppliers.

We utilize a centralized ordering system, under which we place most orders for a particular type of spare part from selected mid-sized and small-sized suppliers who rely on us for fast development and market expansion. By purchasing spare parts from a few suppliers, we are in a better position to negotiate the purchase price, thereby reducing costs. For example, we placed 40% of our orders from two suppliers in 2022, which reduced costs by approximately 3% compared to 2021.

We provide our know-how to our suppliers and work with them to improve manufacturing efficiency and lower costs, and as a result, we can reduce our procurement cost. For example, we worked with one of our suppliers to improve the front suspension system of their golf cart products and upgrade their cart models, which greatly established and strengthened our procurement relationship, thereby obtaining preferential purchase prices. We also worked with a paint factory to help them solve a static electricity problem in manufacturing and assisted them in innovating their painting process, thereby reducing our procurement costs.

We also optimize our work process and improving our manufacturing efficiency. We innovate small and practical tools that help unskilled workers quickly increase their labor productivity and, therefore, the training sessions for our assembly workers have been shortened, allowing novice workers to start working in our factories after half a day of training. By upgrading our training sessions and facilities for our workers, we expect to further improve our cost control capability.

Our Challenges

Currently, we are facing the following major challenges:

	●	The ongoing effects of the COVID-19 pandemic in China and China’s zero-Covid policy may have a material adverse effect on our business, including our ability to manage the supply chain and manage day-to-day service and product delivery.
	●	Major key players in this industry have raised sufficient funds to increase their manufacturing capacity and to increase the investments in sales channel development and talent recruitment after they were listed on exchanges in China, Hong Kong and the U.S. in recent years. As a result, market concentration began to increase, and the competition intensified.
	●	If we fail to effectively implement our cost leadership strategy, we may lose our channels to the markets and suffer losses.
	●	If we fail to provide appropriate differentiated products, we may lose our users and market share.
	●	We may not be able to attract, retain, and motivate talented and experienced employees who share our vision and passion.

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Our Products and Solutions

Our product portfolio consists of four series, including two-wheeled electric vehicles, electric three-wheeled vehicles, electric four-wheeled utility vehicles, and solutions development for automotive electronics. We purchase spare parts from suppliers and assemble our products in our factories. We have three factories with four assembly lines in total in Tianjin and Wuxi. There are two factories with three assembly lines in Tianjin, and there is one factory with one assembly line in Wuxi. We lease the factories but own the manufacturing equipment in our factories. During peak periods, the actual utilization rate of production capacity is about 90% under the current site conditions.

For cost control purpose, we outsource the production of mature and simple products that have relatively low gross profit margins, as well as four-wheeled vehicles that we do not have the conditions to assemble. Outsourcing manufacturing of certain models of two-wheeled bicycles can reduce the costs by 3%-5% compared with manufacturing in our factories. The outsourced products only make up a part of our overall products and cover our two-wheeled, three-wheeled, and four-wheeled products. In 2020, we outsourced 4,038 electric two-wheeled bicycles and two electric three-wheeled bicycles accounting for 7.05% of electric vehicles in stock. In 2021, we outsourced 4,419 electric two-wheeled bicycles, one three-wheeled electric bicycle, and 1,840 electric four-wheeled utility vehicles, accounting for 12.00% of electric vehicles in stock. In the first half of 2022, the company outsourced 5,293 electric two-wheeled bicycles, 21 electric three-wheeled bicycles, and 710 electric four-wheeled utility vehicles, accounting for 25.35% of electric vehicles in stock.

The table below illustrates our typical products:

Two-Wheeled Electric Vehicles
Model	Illustration	Parameters
e-bike G1		Motor Power：450W; Battery:36V16A Lithium battery; Wheel hub: 24 inch, High pressure die casting magnesium alloy
Expedition		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 70km Max Speed:40km/h Net Weight:55kg Tires:2.75*12inch Max load: 250kg Brake (Front/Rear): Disc/Drum
Little Q3		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 65km Max Speed:25km/h Headlight: Lens Net Weight(no battery): 50kg Tires:2.75*12inch Max load: 250kg Brake (Front/Rear): Drum/Drum
Little Colt		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 65km Max Speed:25km/h Net Weight(no battery):50kg Tires:2.75*12inch Max load: 250kg Brake (Front/Rear): Drum/Drum

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F6		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 65km Max Speed:25km/h Net Weight(no battery):50kg Tires:2.75*12inch Max load: 250kg Brake (Front/Rear): Disc/Drum
G-One		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 65km Max Speed:25km/h Net Weight(no battery):50kg Tires:2.75*12inch Max load: 250kg Brake (Front/Rear): Disc/Drum
Z8		Motor Power :400w Battery:48V Lead acid / Lithium Battery Range Per Charge: About 65km Max Speed:40km/h Net Weight(no battery):50kg Tires:2.75*14inch Max load: 250kg Brake (Front/Rear): Disc/Drum
Forest Rider		Motor Power :8000w Gears: Single Speed Battery:72V Lithium Battery Battery Capacity:>40Ah Range Per Charge: About 60km Max Speed:100km/h Net Weight(no battery):86kg Wheel Size:21” motorcycle tire Max load: 250kg Brake (Front/Rear): Hydraulic Disc Frame: Carbon Steel Frame

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Three-Wheeled Electric Vehicles(e-Tricycles)
Model	Illustration	Parameters
Dazzle		Motor Power :500w Battery:48V~60V Lead acid / Lithium Battery The Controller：12 Range Per Charge: About 70km Max Speed:25km/h Net Weight:145kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): Dis/Dis
Little Box		Motor Power :500w Battery:48V~60V Lead acid / Lithium Battery The Controller：12 Range Per Charge: About 70km Max Speed:25km/h Net Weight:190kg Tires300-8 Vacuum tire Front fork： Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): Dis/Dis
TT		Motor Power :500w Battery:48V~60V Lead acid / Lithium Battery The Controller：12 Range Per Charge: About 70km Max Speed:25km/h Net Weight：170kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): 110 Drum/Drum

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X1		Motor Power :Mingzun500w Battery:48V~60V Lead acid / Lithium Battery The Controller：12 Range Per Charge: About 70km Max Speed:25km/h Net Weight:160kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): 110 Drum/Drum
Piggy Peggy		Motor Power :Mingzun500w Battery:48V~60V Lead acid / Lithium Battery The Controller: 12 Range Per Charge: About 70km Max Speed:25km/h Net Weight:170kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): 110 Drum/Drum
Little Pudding		Motor Power :Mingzun500w Battery:48V~60V Lead acid / Lithium Battery The Controller：12 Range Per Charge: About 70km Max Speed:25km/h Net Weight:140kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): 110 Drum/Drum
S3 (Solar Power)		Solar film power charging panel Motor Power : 500w Battery:48V~60V Lead acid / Lithium Max Speed:25km/h Net Weight:180kg Tires300-8 Vacuum tire Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear): 110 Drum/Drum

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Off-Highway Four-Wheeled Electric Shuttles
Model	Illustration	Parameters
Elderly Scooter		Motor Power :250w Battery:48V Lead acid / Lithium Battery The Controller：180W24V Range Per Charge: About 50km Max Speed:10km/h Net Weight:35kg Tires: Eight-inch Vacuum rims Front fork: Hydraulic fork Remote control: Dual remote control Brake (Front/Rear):Electromagnetic brake
Golf Cart		Size：3000×1250×1910mm Battery：48V 160AH Lead acid battery Max speed:≤45km/h Brake:(front/rear):Disc/Disc Aluminum alloy wheels Dash panel: LCD display
WAGON		Battery：60V45Ah Lead acid battery Brake: Disc Brake Max speed:<30 km /h Grade ability:30° Dash panel: LCD Display Brake:(front/rear):Drum/Drum Remote control: Dual remote control
E678		Size：240-100-125cm Battery：60V45Ah Lead acid battery Brake: Disc Brake Max speed:<30 km /h Grade ability:30° Dash panel: LCD Display Brake:(front/rear):Drum/Drum Remote control: Dual remote control
H-01		Battery：60V45Ah Lead acid battery Brake: Disc Brake Max speed:<30 km /h Grade ability:30° Dash panel: LCD Display Brake(front/rear):Disc/Drum Remote control: Dual remote control

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Brief introduction to our products

Two-wheeled Electric Vehicles (The e-bicycles)

E-bicycles. Our e-bicycles are powered by electric motors. The appearance of e-bicycles is similar to that of traditional bicycles, with a few plastic shields. Our e-bicycles can reach maximum speeds of 25 km/h when powered by an electric motor. Most of our e-bicycle models use lithium batteries. All of our e-bicycles conform to the new national standard GB17761-2018 and have obtained 3C Certificates (China Compulsory Certificate). E-bicycles are more convenient for riders to ride than traditional bicycles as riders can rely on the electric motor for propulsion. As of July 1, 2022, we had 16 e-bicycle models with 3C. The suggested retail prices for the different models of our e-bicycles ranged from RMB 1200 (USD $188) to RMB 3000 (USD $471) as of July 1, 2022 (including batteries and chargers).

E-Mopeds. Our e-mopeds are powered by electric motors and generally have more powerful motors, high-capacity batteries than our e-bicycles. All of the e-mopeds conform to the “General specifications for electric motorcycles and mopeds’ (GB/T 24158-2018).” Most of the e-mopeds are exported overseas, including to Europe, Southeast Asia and Latin America. Very few of our e-mopeds have been sold in China. The suggested retail prices for the different models ranged from RMB 2000 (USD $310) to RMB 4000 (USD $630) in China.

Three-wheeled Electric Vehicles (The e-tricycles)

As of March 1, 2022, the suggested retail prices for the different models of our multifunctional tricycles ranged from RMB 1980 (USD $310) to RMB 4980 (USD $780) (including batteries and chargers).

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Electric Off-highway Four-wheeled Shuttles

Research and Development (“R&D”)

For the years ended December 31, 2020, and 2021, our continued expenditure in research and development was approximately $37,000 and $53,000, respectively.

R&D management with Academics and institutions

As a small-size company with limited resources and capabilities, we will continue utilizing social and academic resources. We are working with Jiangsu Research Institute of Dalian University of Technology to establish a joint innovation center. The center will focus on the research in the wheeled service robot. We also entered into a letter of intent with Jinan University. Pursuant to the letter of intent, the parties intend to jointly conduct talent training, research and development in the area of scientific and technological transformation. We believe by cooperating with academic institutions, we can meet our R&D needs and control our R&D costs. We also jointly develop new models EV and accessories with our research partners according to market demands. We share expenses in joint development to control risks and cost.

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Research and development direction and focus

Currently, we regard intelligent products as an important means of our differentiated competitive strategy. We attach great importance to the intelligent transformation of our e-bicycles, e-mopeds, e-tricycles, and off-highway four-wheeled shuttles. Our new instrument panels integrate our intelligent achievements in automotive electronics and embed the multimedia interactive software system into the instruments of some models, which have won high praise from customers. Our new instrument panels can be commercialized once the cost is reduced and the durability is improved.

We continue to invest in automotive electronics solutions and in multimedia interactive software system in order to keep pace with cutting-edge technologies. Based on the long-term relationship with our suppliers and dealers, we are able to continue to provide our partners with premium products and services that exceed their expectations.

Intellectual Property

We regard our patents, copyrights, trademarks, trade secrets and other intellectual property rights as critical to our success. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our intellectual property portfolio as of the date of this prospectus included the following:

●

Patents: As of August 25, 2022, we have nine registered patents in China, covering battery anti-theft, USB sockets, electronic fences, automatic driving and navigation, and multimedia interactive software system and three patent applications in China. The term for invention patents in China is 20 years from the date of filing, for utility model patents is 10 years from the filing date, and the term for design patents is 15 years from the filing date. Details of the twelve patents are as follows:

No.	Patent Description	Holder	Patent Type	Patent Number	Duration
1	Low-speed intelligent driving interactive system based on full Netcom and Internet of Things	Beijing LOBO	invention patent	202111338873.X	Substantive review stage
2	Exercise bike containing electric bicycle	Beijing LOBO	invention patent	ZL201610210034.2	January 30, 2018 to January 29, 2028
3	Theft-proof electric vehicle charging pile with electric shock prevention structure at charging port	Beijing LOBO	utility model patent	ZL202022466382.0	September 21, to 2021 to September 20, 2031
4	Safety testing device for electric vehicle	Beijing LOBO	utility model patent	ZL202022725280.6	August 31, 2021 to August 30, 2031
5	High-temperature resistant testing device for battery of electric vehicle	Beijing LOBO	utility model patent	ZL202022724099.3	August 31, 2021 to August 30, 2031
6	Anti-theft test device for electric vehicle	Beijing LOBO	utility model patent	ZL202022724082.8	September 17, 2019 to September 16, 2029
7	Electric vehicle instrument panel structure with mobile phone USB charging interface	Beijing LOBO	utility model patent	ZL202022704745.X	September 17, 2021 to September 16, 2031
8	Anti-theft device for battery of electric bicycle	Beijing LOBO	utility model patent	Zl201921532945.2	October 27, 2020 to October 26, 2030
9	Anti-theft device for battery of electric bicycle	Beijing LOBO	utility model patent	CN201921534015.0	October 27, 2020 to October 26, 2030
10	Rechargeable embedded Webcam	Guangzhou LOBO	utility model patent	CN202122583834.8	March 4, 2022-March 05, 2032
11	Service robot with the function of monitoring/tracker based on the body signals	Tianjin LOBO	Invention patent	202210460919.3	Substantive review stage
12	An Intelligent Scooter based on Internet of things	Wuxi Jinbang	Invention patent	202210492447X	Substantive review stage

●

Software copyrights: As of the date of this prospectus, we had 12 software copyrights registered in China;

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NO.	Copyright Name	Registration Number	Registration Approval Time	Copyright Type	Holder
1	Remote bicycle battery mobile phone monitoring software	2021SR1734964	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
2	Electric bicycle charging safety alarm system software	2021SR1734968	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
3	Electric bicycle driving record monitoring software	2021SR1729327	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
4	Remote anti-theft positioning monitoring system software	2021SR1729234	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
5	Baby car electronic fence nursing software	2021SR1729503	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
6	Tire pressure monitoring software for electric driving tire	2021SR1728000	2021-11-15	Software copyright	Beijing LOBO Intellogent Machine Co. Ltd.
7	Intelligent monitoring AI interactive system for the elderly based on Cloud Platform Internet of things	2022SR0599829	2022/3/22	Software copyright	Wuxi Jinbang Electric Vehicle Manufacturing Co., Ltd
8	Auto drive system for low-speed travel tool based on GPS inertial navigation system	2021SR1780825	2021-11-18	Software copyright	Guangzhou LOBO Intellogent Machine Co. Ltd
9	Interactive system for intelligent driving of low-speed travel tools based on all Netcom GSM LTE vehicle networking	2021SR1781828	2021-11-18	Software copyright	Guangzhou LOBO Intellogent Machine Co. Ltd
10	Real time video remote monitoring and status transmission system of low-speed travel tools based on all Netcom GSM LTE communication network	2021SR1782159	2021-11-18	Software copyright	Guangzhou LOBO Intellogent Machine Co. Ltd
11	Perceptual fusion judgment intelligent travel system based on millimeter wave radar and ultrasonic radar	2021SR1781895	2021-11-18	Software copyright	Guangzhou LOBO Intellogent Machine Co. Ltd
12	HD 3D look around system of low-speed travel tool based on digital transmission	2021SR1780235	2021-11-18	Software copyright	Guangzhou LOBO Intellogent Machine Co. Ltd

●

Trademarks: As of the date of this prospectus, we own two stylized or graphic trademarks 9ea31f03693bd406fd943ac072f91a8

and

for all relevant goods/services.

We also own 29 trademark registrations such as “Weiqi,” “LOBOEV,” “Jinbang,” and “Youbang” vehicle segment category of good/services and 16 3C qualification certificates.

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Model Number	Certificate No	Date of issue
TDT019Z	2021011119384946	2022-04-28
TDT010Z	2020011119307740	2021-06-21
TDT017Z	2021011119384944	2021-06-21
TDT018Z	2021011119384945	2021-06-21
TDT015Z	2021011119375108	2021-06-01
TDT100Z	2019011119200660	2021-03-19
TDT012Z	2020011119344583	2022-04-28
TDT013Z	2020011119344581	2022-04-28
TDT027Z	2022011119484590	2022-07-20
TDT025Z	2022011119467323	2022-08-08
TDT026Z	2022011119467325	2022-07-20
TDT020Z	2022011119447641	2022-04-28
TDT024Z	2022011119449239	2022-04-28
TDT021Z	2022011119447719	2022-04-28
TDT022Z	2022011119447642	2022-04-28
TDT023Z	2022011119450050	2022-04-28

●

Domain names: We have eighteen registered domain names in China, including: www.loboai.com, www.loboai.cn, www.loboev.cn, www.loboev.net, loboebike.com, www.lobomotorcycle.com, www.loboemotorcycle.com, www.lobotricycle.com, www.loboatv.com, www.loboutv.com, www.loboetricycle.com, www.loboescooter.com, www.vikitech.cn, www.voxrobo.com, www.wq960.cn, www.wq960.com, www.唯奇.com, and www.ybddc.com.cn.

In addition to the foregoing protections, we generally control access to and use of our proprietary and other confidential information through the use of internal and external controls. For example, for external controls, we enter into confidentiality agreements or agree to confidentiality clauses with research partners and, for internal controls, we adopt and maintain policies governing the operation and maintenance of our systems and the management of user-generated data.

Our Supply Chain

Our supply chain diversification strategy helps us build a more resilient supply chain and gives us flexibility in supply procurement.

China’s electric bicycle industry and supply chain are geographically divided into several regions, mainly the Tianjin region, Wuxi region and Taizhou region. The suppliers of different sizes and quality are gathered in different regions except for several large national suppliers. We sourced from over 70 suppliers across the three regions in 2021. Our top ten suppliers accounted for 50.6% of the value of our total purchases in 2021. The supply chain covers from bicycle frames to lamps, tires, hydraulic forks, power motors, controllers, batteries, cushions, instrument panels, plastic covers and other accessories. Our product managers cooperated with our suppliers closely by soliciting our suppliers’ input and feedback throughout our product design and manufacturing process, therefore, we maintain the flexibility of our supply chain by designing products with common components or sourcing interchangeable components from different suppliers. Close working relationships with our suppliers, our continued procurement, and punctual payments are the key reasons why we can launch new products periodically with price advantage and operate an efficient and diversified supply chain None of our suppliers represents more than 10% of total annual purchases in 2021.

We operate a centralized procurement decision-making process when sourcing from our suppliers. Our general manager controls the negotiation with all important suppliers and continues visiting them on site for the purpose of understanding how the supplier controls the quality and establishing working relationships with the key persons of the suppliers. We have been strengthening our cooperation with existing qualified suppliers and attracting new capable suppliers at the same time. We further optimize our supply chain by regularly providing improvement recommendations to our suppliers on various production-related issues, including product quality, production efficiency and cost control, so that supply chain optimization becomes an ongoing process.

Our framework agreements with our suppliers typically have terms that ensure our suppliers will adhere to our delivery instructions, quality control standards, and return and exchange policies, such as those requiring our suppliers to pay liquidated damages for their failure to deliver goods on time and for losses arising from defects in product quality.

Marketing

We aim to engage in cost-effective marketing activities by taking the advantage of social media and participating in exhibition shows with our product portfolio. We also utilize a “shop in shop” strategy, which is that we occupy a small area in a large store to promote our products. We are committed to providing our differentiated cost-effective products to our dealers. Furthermore, we rely on the Alibaba international platform and participate in foreign-oriented exhibitions, such as the Guangzhou Export Commodities Fair to promote our foreign trade business.

Location-based offline marketing

We conduct offline marketing and advertising activities through car circuit ads, small outdoor concerts, concert tour shows, etc. To achieve higher efficiency in offline marketing, for example, we cooperate with local dealers to sponsor concert shows in the rural area of China near the dealers’ stores, by providing product discounts, promotions, and coupons to the viewers of the shows.

Event-specific marketing

In addition to our day-to-day marketing operation, we also organize event-specific marketing activities, such as new product launches, promotions, and discounts during national holidays and periodic dealer appreciation events. We rely on our dealers to manage other event-specific marketing activities.

Overseas marketing

We did not incur expenses in overseas marketing. Currently, we conduct our foreign business through Alibaba’s international platform. We have been verified as a golden plus supplier by Alibaba.com. We plan to participate in foreign exhibitions and upgrade our website to an independent e-commerce website then initiate our online business with foreign dealers.

Our dealers

We sell our products to dealers, who then resell our products to end users. The revenues of our top ten dealers accounted for 71.8% of our total revenues for the fiscal year in 2021, with two dealers accounting for 10% or more of the company’s revenue. As of November 30, 2022, we have 163 dealers nationwide and 36 foreign dealers around the world.

Employees

We had 70 full-time employees as of November 30, 2022. As of the date of prospectus, all our employees are based in China. We also hire independent contractors in our manufacturing segment.

The following table provides the number of our full-time employees by function, as of November 30, 2022:

Function	Number of Full-Time Employees
Research and Development		9
Business and Marketing		38
Administrative, Human Resources and Finance		23
Total		70

As of November 30, 2022, we had 63 personnel working on the assembly and production lines who were outsourced from a third party human resources agency. According to the outsourcing contracts, the third party human resources agency is responsible for paying salaries, social insurance and housing provident funds or other employee benefits of these outsourced workers and we are mainly responsible for paying service fees to the third party human resources agency. The following table provides the number of personnel working on the assembly and production lines outsourced from third parties by location as of November 30, 2022. The exact number is subject to changes based on our daily operations and orders.

Location		Number of Outsourced Independent Contractors
Beijing LOBO		30
Tianjin LOBO		19
Wuxi Jinbang		14

As required by the PRC laws, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance and medical insurance. We are required under PRC law to make contributions monthly at specified percentages of the salaries, bonuses and certain allowances of our PRC-based full-time employees, up to maximum amounts specified by applicable local governments.

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We enter into employment contracts and standard confidentiality and intellectual property agreements with our key employees. We believe that maintaining good working relationships with our employees is essential, and we have not experienced any labor disputes. None of our employees are represented by labor unions.

Properties

Our headquarters are located at Gemini Mansion B 901, Software Park No. 18-17 Zhenze Rd. Xinwu Qu, Wuxi Jiangsu, China and we maintain offices, manufacturing and storage facilities in Tianjin, Wuxi and Guangzhou respectively. The offices of Tianjin Bibosch and Beijing LOBO are at the FL 403, 506-509, H2 Building, Changyuan Road, Wuqing Development Zone, Tianjin. The factories are at Beicai Village, Wuqing District and Lvcai Road North 1, Wuqing Development Zone, Wuqing District, Tianjin respectively. The factory and office of Wuxi Jinbang is at No 50, Housong Road, Xishan District, Wuxi, Jaingsu Province. The Office of Guangzhou LOBO is at No. 12, Keyan Road, Huangpu District, Guangzhou. As of the date of this prospectus, we do not own any real estate, and we leased an aggregate of 12,082.94 square meters of real property, of which 672.8 square meters are office rooms, 2500 square meters are inventory room, and 8910.14 square meters are factory buildings. We do not expect to experience difficulties in renewing any of the leases when they expire. If we require additional space, we expect to be able to obtain additional facilities on commercially reasonable terms. For the sake of cost control, on the premise of reasonable layout of production capacity, we may terminate the lease contract in advance or not renew the contract when it expires.

Legal Proceedings

From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. Currently, we are not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.

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MANAGEMENT

Directors and Executive Officers

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

Name	Age	Position
Huajian Xu	56	Director, Chief Executive Officer and Chairman
Tong Zhu	47	Chief Financial Officer
Jiancong Cai	37	Chief Operating Officer
Zhaohui Randall Xu	54	Independent Director Nominee*
David Sean Champ	57	Independent Director Nominee*
Harry D. Schulman	72	Independent Director Nominee*

*	Each of Mr. Xu, Mr. Schulman, and Mr. Champ has accepted our appointment to be our independent director, effective upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Below is a summary of the business experience of each our executive officers and directors:

Huajian Xu Mr. Xu has been a director and our chief executive officer since October 2021 and August 2022, respectively. Mr. Xu has over 25 years’ experience in business and corporate management. He served as vice general manager and general manager of Beijing Weiqi Technologies Co. Ltd, which is the initial name of Beijing Lobo from July 2016 to June 2019 and from June 2021 to present successively. He served as vice general manager of Changzhou Hengmao Power Technology Co., Ltd, a subsidiary of EZGO Technologies Ltd (NASDAQ: EZGO) which mainly produce lithium batteries from July 2019 to May 2021. Prior that, Mr. Xu served as deputy manager at Tantech Holdings Ltd. (NASDAQ: TANH) from November 2012 to May 2016, vice president at Hangzhou B-Soft Group Co., Ltd., a listed Company (300451.SZ) in China from November 2008 to October 2012, vice president of Hangzhou Wealthford Investment Management Co., Ltd. from October 2002 to October 2008, a senior manager at Zhejiang Mobile Communication Co., Ltd., a subsidiary of China Mobile (00941.HK) from September 1997 to September 2002, a senior manager at Zhejiang Nantian Post and Telecommunications Co., Ltd. from October 1995 to August 1997. Prior to that, Mr. Xu worked as a lecturer at Zhejiang University from February 1992 to September 1995 and Zhejiang Shuren University from October 1990 to January 1992. From September 1983 to July 1987, Mr. Xu studied in Suzhou University of Science and Technology majoring in history and received his Bachelor’s degree. From September 1987 to July 1990, he studied in Northeast Normal University and received his Master’s degree in history. He also obtained his second Master’s degree in total quality management from the Hong Kong Polytechnic University in July 2001. Mr. Xu co-authored the industry standard T / CES 065-2021 Technical Specification for Conductive Intelligent Fast Charger Of Electric Bicycle, which was launched by the China Electrotechnical Society in September 2021.

Tong Zhu Ms. Zhu has been our CFO since December 2022. Ms. Zhu has more than 25 years’ experience in accounting and finance. From March 2016 to October 2022, Ms. Zhu served as CFO of Dandehill Supply Chain Co., Ltd., a supply chain company. From February 2006 to November 2015, Ms. Zhu served as various roles with Caterpillar Inc. (NYSE: CAT), where she gained solid experience in manufacturing management accounting. From August 2004 to October 2005, Ms. Zhu worked as an accountant with Fleishman Hillard (NYSE: OMC) in Australia. Ms. Zhu is a Certified Public Accountant of Australia and a Certified Internal Auditor. Ms. Zhu received her Bachelor’s degree in Finance from Shandong University of Finance and Economics in 1996 and her Master’s degree in Accounting from Macquarie University, Sydney in 2004.

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Jiancong Cai Mr. Cai has been our chief operating officer since August 2022. Prior that, he has been the general manager & executive director of Guangzhou Zhongke Car-Link Technologies Ltd, the former name of Guangzhou Lobo, since June 2019. He also served as the general manager of Beijing Weiqi Technologies Co., Ltd, the former name of Beijing LOBO, from May 2019 to May 2021. Mr. Cai served as the general manager of the overseas businesses department and the general manager in Guangzhou Flyaudio Car Audio Co., Ltd from March 2013 to May 2019 successively. He served as general manager of TCL (Vietnam) Co., Ltd. a subsidiary of TCL Science and Technology Group Co., Ltd, a listed company (000100.SZ) in China from February 2012 to January 2013, marketing director of TCL Electronics Holdings Limited, a company listed in Hong Kong (01070.HK) from August 2009 to January 2012. From September 2005 to July 2009, he studied in Nantong University majoring in Applied Physics and received his Bachelors of Science Degree. From September 2014 to July 2016, Mr. Cai studied in Jinan University and received his Master’s Degree in Public Administration. He is a seasoned veteran in the field of consumer electronics and automotive electronics with global perspective of management and operations.

Zhaohui Randall Xu Professor Xu will serve as our independent Director upon effectiveness of this registration statement. He is a seasoned expert in financial reporting & management and SEC regulations compliance with rich knowledge and hands-on experience with U.S. securities law and Nasdaq and NYSE rules. He has had experience in mergers & acquisitions transactions, equity and debt financing. He has been serving as a Professor of Accounting at the University of Houston-Clear Lake since August 2007. He served as senior financial advisor to Kaixin Auto Holdings (NASDAQ: KXIN) from November 2019 to December 2021, and has been serving as a Director of Investor Relations of Renren Inc (NYSE: RENN) since November 2020. From May 1994 to May 1999, Mr. Xu served as financial manager with Dalian Transportation Co. Ltd. From August 1990 to April 1994, he served as business analyst with Jinshi International Trading Co. Ltd. From August 1986 to July 1990, he studied in Luoyang Foreign Languages Institute and got his bachelor degree majoring in English. He received his MBA & Master of Accounting in Tulane University in May 2002. From August 2003 to July 2007, he studied in University of Alabama and received his Ph.D. in Accounting. He has obtained his U,S. CPA License from Delaware and Colorado in December 2002. Professor Xu is a member of Financial Executives International, a member of American Accounting Association and a member of AICPA.

David Sean Champ Mr. Champ will serve as our independent Director upon effectiveness of this registration statement. Mr. Champ is an USA entrepreneur and is experienced in business management. He was the co-founder of the U.S. Department of Commerce’s MEFEX ( Minority Enterprise Franchise Expo ) in 2016. He has been the Chairman and President of ASC Global Inc. a Florida real estate investment & development company since June 2019. He also has been the Executive Director of Asia Pacific of Federal Aerospace Holdings Group since March 2015. He has been serving as Chief Asia Operation Officer to Splash Beverage Group (NYSE: SBEV) since July 2021. From June 1998 to April 2008, he served as President of Global Development Enterprise Inc in New York. From May 1991 to May 1998, he served as a Property Claims Manager of Transtate Insurance Company. From August 1988 to April 1991, he served as a manager in ITT Community Development Corp. at Palm Coast, FL. From September 1984 to July 1988, Mr. Champ studied Computer Science in Southern Connecticut State University. From September 1992 to June 1994, he studied in St. John’s University and received his master degree in Asia Study. He enrolled an EMBA program in the Tuck School of Business at Dartmouth College in August 2006. Mr. Champ has been the Member of National Investment Banking Association since 2017, and the Division President of Asia Pacific of Mercantile Bank International (Puerto Rico) from March 2019 to present. Mr. Champ received the honorary title of Minority Retailer of the Year (2006) by the Minority Business Development Agency of U.S. Department of Commerce.

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Harry D. Schulman Mr. Schulman will serve as our independent Director upon effectiveness of this registration statement. Over the past 20 years, he has served on multiple boards of public and private companies. Mr. Schulman has served as CEO of HD Schulman Int’l Trading LLC, a consumer product company since January 2020. He has served as a board member and the chair of Audit Committee of Infobird Company Ltd (NASDAQ: IFBD) since June 2020. Since November 2019, he has served as a board member of Bright Mountain Media Inc, a public digital media marketing company. Since August 2016, he has served as a managing partner of Hair Clinical LLC. He served as an operating partner in Baird Capital Partners, a private equity and venture capital firm from 2008 to 2014, during which he served on the board and advisory board of various companies that Baird Capital Partners invested in. From 2008 to 2010, he served as a director and chairman of the audit committee of Hancock Fabrics, Inc. From 2009 to 2016, he served as the chairman of the advisory board of O2 Media, Inc., a direct to consumer and B to B marketing firm. From 1989 to 2007, he served as the VP, CFO, COO and CEO of Applica, Inc., a manufacturer and marketer of small household appliances, successively. From 1987 to 1988, he served as a SVP and general manager of Medical Insurance Administrators, Inc. which is a nationally known third party administrator of health insurance plans. From 1983 to 1987, he served as a VP of Baring Industries, Inc., an institutional food service and laundry equipment designer and dealer. From 1975 to 1983, he was a controller, secretary and treasurer of Societe Generale de Belgique, Sibeka Group, an industrial diamond and mining tool manufacturer. Mr. Schulman received his Bachelor’s Degree in Business Administration in July 1973 from University of Dayton and obtained his Master’s Degree in Business from University of Miami, Florida in July 1983.

Employment Agreements and Director Agreements

We will enter into employment agreements with each of our executive officers, pursuant to which such individuals have agreed to serve as our executive officers for a period of 3 years from the commencement of trading of our Ordinary Shares on Nasdaq. We may terminate the employment for cause at any time for certain acts, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate the employment without cause at any time upon 3 months’ advance written notice. Each executive officer may resign at any time upon 3 months’ advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence and not to use, except as required in the performance of his duties in connection with the employment or pursuant to applicable law, any of our confidential or proprietary information or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. Each executive officer has also agreed to disclose in confidence to us all inventions, designs and trade secrets which he conceives, develops or reduces to practice during his employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of the employment and for one year following the last date of employment. Specifically, each executive officer has agreed not to: (i) engage or assist others in engaging in any business or enterprise that is competitive with our business, (ii) solicit, divert or take away the business of our clients, customers or business partners, or (iii) solicit, induce or attempt to induce any employee or independent contractor to terminate his or her employment or engagement with us. The employment agreements also contain other customary terms and provisions.

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

Family Relationships

There are no family relationships or other arrangements among our directors and executive officers.

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Board of Directors

Composition of our Board of Directors

Our board of directors will consist of four directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part. A director is not required to hold any shares in our Company to qualify to serve as a director. The Corporate Governance Rules of the Nasdaq generally require that a majority of an issuer’s board of directors must consist of independent directors.

Our board of directors currently consists of one director and will have three independent directors appointed at the effectiveness of this registration statement. Our board of directors has determined that each of Professor Xu, Mr. Champ, and Mr. Schulman is an “independent director” as defined under the Nasdaq rules. Our board of directors will be composed of a majority of independent directors at the effectiveness of this registration statement.

A director is not required to hold any of our shares to qualify to serve as a director.

Committees of the Board of Directors

Prior to completion of this offering, we intend to establish an audit committee, a compensation committee and a nominating and corporate governance committee under our board of directors. We intend to adopt a charter for each of the three committees prior to completion of this offering. Each committee’s members and functions are described below.

Audit Committee.

Our audit committee will consist of our three independent directors and will be chaired by Professor Xu. We have determined that Professor Xu satisfies the requirements of Section 303A of the Corporate Governance Rules/Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Professor Xu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee is responsible for, among other things:

	●	reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

	●	approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

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	●	reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

	●	discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

	●	reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

	●	discussing the annual audited financial statements with management and the independent registered public accounting firm;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

	●	approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

	●	establishing and overseeing procedures for the handling of complaints and whistleblowing; and

	●	meeting separately and periodically with management and the independent registered public accounting firm.

Compensation Committee.

Our compensation committee will consist of our three independent directors and will be chaired by Mr. Schulman. We have determined that Mr. Schulman satisfies the “independence” requirements of Rule5605(c)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee is responsible for, among other things:

	●	overseeing the development and implementation of compensation programs in consultation with our management;

	●	at least annually, reviewing and approving, or recommending to the board for its approval, the compensation for our executive officers;

	●	at least annually, reviewing and recommending to the board for determination with respect to the compensation of our non-executive directors;

	●	at least annually, reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements;

	●	reviewing executive officer and director indemnification and insurance matters; and

	●	overseeing our regulatory compliance with respect to compensation matters, including our policies on restrictions on compensation plans and loans to directors and executive officers.

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Nominating and Corporate Governance Committee.

Our nominating and corporate governance committee will consist of our three independent directors, and will be chaired by Mr. Champ. We have determined that Mr. Champ satisfies the “independence” requirements of Rule5605(c)(2) of the Listing Rules of Nasdaq. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

	●	recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

	●	reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experiences, expertise, diversity and availability of service to us;

	●	developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or NASDAQ rules, or otherwise considered desirable and appropriate;

	●	selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and

	●	evaluating the performance and effectiveness of the board as a whole.

Code of Business Conduct and Ethics

In connection with this offering, we will adopt a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees and is publicly available upon the effectiveness of this registration statement.

Duties of Directors

Under British Virgin Islands law, our board of directors has 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:

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

	●	executing checks, promissory notes and other negotiable instruments on behalf of the Company;

	●	declaring dividends and distributions;

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

	●	exercising the borrowing powers of our Company and mortgaging the property of our Company; and

	●	maintaining or registering a register of mortgages, charges or other encumbrances of the company.

Under BVI law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. You should refer to “Description of Share Capital – Differences in Corporate Law” for additional information on the standard of corporate governance under British Virgin Islands law. In fulfilling their duty of care to us, our directors must ensure compliance with our Memorandum and Articles of Association. We have the right to seek damages if a duty owed by our directors is breached.

Interested Transactions

A director may, subject to any separate requirement for audit and risk committee approval under applicable law or applicable Nasdaq rules, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

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Foreign Private Issuer Exemption

We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

	●	Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or extraordinary general meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD.

	●	Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

	●	Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

	●	Exemption from the requirement that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

	●	Exemption from the requirements that director nominees are selected, or recommended for selection by our board of directors, either by (i) independent directors constituting a majority of our board of directors’ independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). We intend to follow Nasdaq listing rules and will not rely on our home country’s corporate governance practices within two years of the completion of our initial public offering.

Although we are permitted to follow certain corporate governance rules that conform to British Virgin Islands requirements in lieu of Nasdaq Rule 5600 Series and Rule 5250(d), we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.

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Other Corporate Governance Matters

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including us, to comply with various corporate governance practices. In addition, Nasdaq rules provide that foreign private issuers may follow home country practices in lieu of the Nasdaq corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws.

Because we are a foreign private issuer, our members of our board of directors, executive board members and senior management are not subject to short-swing profit and insider trading reporting obligations under section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under section 13 of the Exchange Act and related SEC rules.

We may also be eligible to utilize the controlled Company exemptions under the Nasdaq corporate governance rules if more than 50% of our voting power is held by an individual, a group or another Company. Pursuant to the Nasdaq corporate governance rules, in order for a group to exist, such shareholders must have publicly filed a notice that they are acting as a group (i.e., a Schedule 13D).

Compensation of Directors and Executive Officers

For the years ended December 31, 2022, 2021 and 2020, we paid an aggregate of approximately $20,000, $15,100 and $7,800, respectively, in cash and benefits to our executive officers. We do not have a share incentive program to provide for grants of awards to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.

Equity Incentive Plan

We have not granted any equity awards to our directors or executive officers during the fiscal year ended December 31, 2021 and 2022.

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Incentive Compensation

We do not maintain any cash incentive or bonus programs and did not maintain any such programs during the year ended December 31, 2021 and 2022.

Director and Executive Officer Compensation Table

The following table sets forth information regarding the compensation paid to our directors and our executive officers during the year ended December 31, 2022

Name	Fees Earned in Cash		All Other Compensation		Total
Huajian Xu	$	8,900	$	0	$	8,900
Jiancong Cai	$	8,900	$	0	$	8,900
Tong Zhu	$	2,200	$	0	$	2,200

The following table sets forth information regarding the compensation paid to our directors and our executive officers during the year ended December 31, 2021.

Name	Fees Earned in Cash		All Other Compensation		Total
Huajian Xu	$	8,400	$	0	$	8,400
Jiancong Cai	$	6,700	$	0	$	6,700
Tong Zhu	$	0	$	0	$	0

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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. The following table assumes that none of our officers, directors or 5% or greater beneficial owners of our Ordinary Shares will purchase shares in this offering. In addition, the following table assumes that the over-allotment option has not been exercised. Holders of our Ordinary Shares are entitled to one (1) vote per share and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law.

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. 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 ⁽²⁾
Name of Beneficial Owners⁽¹⁾	Number		%			Number		%
Directors and Executive Officers:
Huajian Xu ⁽⁴⁾		3,299,160		57.88	%		3,299,160		42.77	%
Tong Zhu		-		-			-		-
Jiancong Cai		570,000		10.00	%		570,000		7.22	%
Zhaohui Randall Xu		-		-			-		-
David Sean Champ		-		-			-		-
Harry D. Schulman		-		-			-		-
All directors, director nominees, and executive officers as a group (6 persons)		3,869,160		67.88	%		3,869,160		48.98	%
5% shareholders:
Jiancong Cai		570,000		10.00	%		570,000		7.22	%
Wealthford Capital Ltd. ⁽³⁾		3,299,160		57.88	%		3,299,160		42.77	%
Huiyan Xie		570,000		10.00	%		570,000		7.22	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi, Jiangsu, People’s Republic of China, 214111.

(2)	Giving effect to the reorganization of our Ordinary Shares that was effected in March 2023, applicable percentage of ownership is based on 7,900,000 Ordinary Shares outstanding immediately after the offering.

(3)	28,940 Ordinary Shares directly held by Wealthford Capital Ltd. of which our Chief Executive Officer is the 90% shareholder and holds the voting and dispositive power over the Ordinary Shares held by such entity.

(4)	Huajian Xu, our Chief Executive Officer, is the 90% shareholder of Wealthford Capital Ltd. and holds the voting and dispositive power over the Ordinary Shares held by such entity.

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RELATED PARTY TRANSACTIONS

The following is a list of related parties with which the Company has transactions since December 31, 2019:

	Name	Relationship
(a)	Cai Jiancong	Deputy General Manager/ 10% shareholder the Company
(b)	Xie Huiyan	10% shareholder of the Company
(c)	Xu Huajian	CEO of the Company
(d)	Xia Xing	Deputy General Manager/ 15% shareholder of Wuxi Jinbang
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.	Xia Xing(d) holds 49% of the company’s shares and serves as a supervisor.
(f)	Xu Pingyi	Xu Huajian (c)’s son
(g)	He Linhui	Cai Jiancong (a)’s wife
(h)	Tianjin Dilang Technology Co., Ltd.	Xie Huiyan(b) holds 20% of the company’s shares, serves as the company’s executive director and manager, and is the company’s legal representative; Changzhou Yizhiying Internet of Things Technology Co., Ltd., which is 100% owned by Jiangsu Yidianxing Electric Technology Co., Ltd., holds 80% of the company’s shares.
(i)	Wealthford Capital Ltd.	57.88% shareholder of the Company
(j)	Hangzhou Zhiyi Digital Technology Co., Ltd.	Xu Pingyi(f) holds 90% of the company’s shares and serves as a legal representative; Xu Huajian(c) holds 10% of the company’s shares.

Amounts due from related parties

As of December 31, 2022, amounts due from related parties, consisted of the following:

									Exchange
		December 31,				Received			Rate		December 31,
		2019		Provided		Repayment			Translation		2020
Amounts due from related parties
(b)	Xie Huiyan	$	20,698	$	6,108,447	$	(5,552,765	)	$	33,678	$	610,058
(c)	Xu Huajian		-		66,409		-			3,860		70,269
(d)	Xia Xing		1,207,345		2,667,754		(1,977,521	)		120,935		2,018,513
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		22,471		8,690		-			2,010		33,171
Total amounts due from related parties		$	1,250,514	$	8,851,300	$	(7,530,286	)	$	160,483	$	2,732,011

									Exchange
		December 31,				Received			Rate		December 31,
		2020		Provided		Repayment			Translation		2021
Amounts due from related parties
(a)	Cai Jiancong	$	-	$	331,471	$	(174,520	)	$	1,926	$	158,877
(b)	Xie Huiyan		610,058		13,834,408		(13,324,865	)		20,842		1,140,443
(c)	Xu Huajian		70,269		-		(4,561	)		1,680		67,388
(d)	Xia Xing		2,018,513		3,718,728		(4,493,123	)		38,770		1,282,888
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		33,171		313,090		(346,643	)		382		-
Total amounts due from related parties		$	2,732,011	$	18,197,697	$	(18,343,712	)	$	63,600	$	2,649,596

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		December 31, 2021		Provided		Received Repayment			Exchange Rate Translation			June 30, 2022
Amounts due from related parties
(a)	Jiancong Cai	$	158,877	$	537,876	$	(406,024	)	$	(12,032	)	$	278,697
(b)	Huiyan Xie		1,140,443		3,745,088		(3,700,434	)		(56,879	)		1,128,218
(c)	Huajian Xu		67,388		207		(3,918	)		(3,375	)		60,302
(d)	Xing Xia		1,282,888		1,645,436		(1,570,021	)		(64,809	)		1,293,494
Total amounts due from related parties		$	2,649,596	$	5,928,607	$	(5,680,397	)	$	(137,095	)	$	2,760,711

		June 30, 2022		Provided		Received Repayment			Exchange Rate Translation			December 31, 2022
Amounts due from related parties
(a)	Jiancong Cai		278,697		80,539		(16,347	)		(9,609	)		333,279
(b)	Huiyan Xie		1,128,218		46,990		(62,457	)		5,572			1,118,323
(c)	Huajian Xu		60,302		-		-			(1,873	)		58,429
(d)	Xing Xia		1,293,494		212,029		(118,888	)		(39,610	)		1,347,024
Total amounts due from related parties		$	2,760,711	$	339,558	$	(197,693	)	$	(45,521	)	$	2,857,055

The balance mainly represented the interest-free loans receivable from the shareholders and related entity. The amounts due from our CEO, Huajian Xu and COO, Jiancong Cai will be fully repaid to the Company prior to the effective date of this registration statement.

Amount due to Related Parties

As of December 31, 2022, amounts due to related parties consisted of the following:

									Exchange
		December 31,							Rate		December 31,
		2019		Borrowed		Repaid			Translation		2020
Amounts due to related parties
(c)	Xu Huajian	$	305,237	$	-	$	(307,784	)	$	2,547	$	-
(a)	Cai Jiancong		5,688		35,735		(29,825	)		724		12,322
(f)	Xu Pingyi		-		4,167		-			242		4,409
(g)	He Linhui		50,723		16,525		(65,007	)		578		2,819
Total amounts due to related parties		$	361,648	$	56,427	$	(402,616	)	$	4,091	$	19,550

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									Exchange
		December 31,							Rate		December 31,
		2020		Borrowed		Repaid			Translation		2021
Amounts due to related parties
(a)	Cai Jiancong	$	12,322	$	-	$	(12,464	)	$	142	$	-
(f)	Xu Pingyi		4,409		-		(4,460	)		51		-
(g)	He Linhui		2,819		2,559		(2,851	)		64		2,591
Total amounts due to related parties		$	19,550	$	2,559	$	(19,775	)	$	257	$	2,591

		December 31, 2021		Borrowed		Repaid		Exchange Rate Translation			June 30, 2022
Amounts due to related parties
(g)	Linhui He	$	2,591	$	-	$	-	$	(126	)	$	2,465
Total amounts due to related parties		$	2,591	$	-	$	-	$	(126	)	$	2,465

		June 30, 2022		Borrowed		Repaid		Exchange Rate Translation			December 31, 2022
Amounts due to related parties
(g)	Linhui He	$	2,465	$	-	$	-	$	(71	)	$	2,394
Total amounts due to related parties		$	2,465	$	-	$	-	$	(71	)	$	2,394

The balances represented the interest-free loan payable to shareholders.

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DESCRIPTION OF SHARE CAPITAL

We are a British Virgin Islands company with limited liability incorporated on October 25, 2021 pursuant to the BVI Business Companies Act of 2004 (as amended) (the “BVI Act”) under the name of “LOBO AI TECHNOLOGIES LTD”. On December 14, 2021, our name was changed to “Lobo EV Technologies Ltd.” Our affairs are governed by our memorandum and articles of association (as amended and restated from time to time), the BVI Act and the common law of the British Virgin Islands.

As provided in our memorandum and articles of association, subject to the BVI Act, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges. Our registered office is at Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

Prior to the effectiveness of the registration statement, of which this prospectus forms a part, we will adopt an amended and restated memorandum and articles of association (which is referred to as the “Memorandum” and “Articles of Association”, respectively below) which shall provide that we authorize the issuance of up to 50,000,000 Ordinary Shares of par value US$0.001.

As of the date immediately prior to this offering, 5,700,000 Ordinary Shares of par value US$0.001 were issued, fully paid and outstanding. Upon completion of this offering, we will have 7,900,000 Ordinary Shares issued and outstanding, assuming the underwriter does not elect to exercise their option to purchase additional Ordinary Shares from us.

All options, regardless of grant dates, will entitle holders to an equivalent number of Ordinary Shares once the vesting and exercising conditions are met.

The following are summaries of material provisions of our Memorandum and Articles of Association and the BVI Act insofar as they relate to material terms of our Ordinary Shares that we expect will become effective upon the closing of this offering. The summaries do not purport to be complete and are qualified in their entirety by reference to our Memorandum and Articles of Association, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Ordinary Shares

General. Upon the completion of this offering, the maximum number of shares we will be authorized to issue will be 50,000,000 Ordinary Shares, with a par value of $0.001 each. Holders of Ordinary Shares will have the same rights. All of our outstanding Ordinary Shares are fully paid and non-assessable. To the extent they are issued, certificates representing the Ordinary Shares are issued in registered form. Our shareholders who are non-residents of the BVI may freely hold and vote their Ordinary Shares.

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Our Memorandum and Articles of Association do not provide for pre-emptive rights.

Dividends. The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Our Memorandum and Articles of Association provide that dividends may be declared and paid at such time, and in such an amount, as the directors determine subject to their being satisfied that the Company that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due. Holders of Ordinary Shares will be entitled to the same amount of dividends, if declared.

Voting Rights. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote for each ordinary share registered in his or her name on our register of members. Holders of Ordinary Shares shall at all times vote together on all resolutions submitted to a vote of the members. At any meeting of the Members, the chairman of such meeting is responsible for deciding such matters as he considers appropriate and whether any resolution proposed has been carried or not.

Meetings. We must provide written notice of all meetings of shareholders, stating the time, date and place and, in the case of a general meeting of shareholders, the purpose or purposes thereof, at least seven days before the date of the proposed meeting. Our board of directors shall call a general meeting upon the written request of shareholders holding at least 30% of our outstanding voting shares. In addition, our board of directors may call a general meeting of shareholders on its own motion. At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50% of the issued Ordinary Shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the Ordinary Shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. No business may be transacted at any general meeting unless a quorum is present at the commencement of business.

A corporation that is a shareholder shall be deemed for the purpose of our Memorandum and Articles of Association to be present in person if represented by its duly authorized representative. Such duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were one of our individual shareholders.

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Transfer of Ordinary Shares. Under the BVI Act, the transfer of a registered share which is not listed on a recognized exchange is by a written instrument of transfer signed by the transferor and containing the name of the transferee. However, the instrument must also be signed by the transferee if registration would impose a liability on the transferee to the Company. The instrument of transfer must be sent to the Company for registration. The transfer of a registered share is effective when the name of the transferee is entered in the register of members. The entry of the name of a person in the Company’s register of members is prima facie evidence that legal title in the share vests in that person.

The procedure is different for the transfer of shares that are listed on a recognized exchange. Such shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on the recognized exchange and subject to the Company’s amended and restated memorandum and articles of association.

Liquidation. As permitted by BVI law and our Memorandum and Articles of Association, the Company may be voluntarily liquidated by a resolution of members or, if permitted under section 199(2) of the BVI Act, by a resolution of directors if we have no liabilities or we are able to pay our debts as they fall due and the value of our assets equals or exceeds our liabilities by resolution of directors and resolution of shareholders. On a liquidation, on winding up or other return of assets of the Company to shareholders (other than on conversion, redemption or purchase of Ordinary Shares), assets available for distribution among the holders of Ordinary Shares shall be distributed among the holders of the Ordinary Shares on a pro rata basis.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors on the terms established at the time of the issuance of such shares or as otherwise agreed, 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 of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture. For the avoidance of doubt, if the issued Ordinary Shares have been fully paid in accordance with the terms of its issuance and subscription, the board of directors shall not have the right to make calls on such fully paid Ordinary Shares and such fully paid Ordinary Shares shall not be subject to forfeiture.

Redemption of Ordinary Shares. The BVI Act and our Articles of Association permit us to purchase our own shares with the prior written consent of the relevant shareholders, a resolution of directors and in accordance with applicable law.

Variation of Rights of Shares. All or any of the rights as specified in the Memorandum may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50% of the holders of the issued 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.

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Inspection of books and records.

Under the BVI Act, holders of our Ordinary Shares are entitled, upon giving written notice to us, to inspect (i) our memorandum and articles of association, as amended and restated from time to time; (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members, and to make copies and take extracts from the documents and records. However, our directors can refuse access if they are satisfied that to allow such access would be contrary to our interests. See “Where You Can Find More Information.”

Rights of non-resident or foreign shareholders. There are no limitations imposed by our 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 Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Issuance of Additional Shares. Our Memorandum and Articles of Association authorizes our board of directors to issue additional Ordinary Shares from time to time as our board of directors shall determine, provided that such issuance does not exceed the maximum number of shares the Company is authorized to issue.

Register of Members

Under the BVI Act we must keep a register of members and there should be entered therein:

●

the names and addresses of our members, a statement of the number and class of shares held by each member;

●

the date on which the name of any person was entered on the register as a member; and

●

the date on which any person ceased to be a member.

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Under the BVI Act, the register of members of our Company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of the BVI Act to have legal title to the shares as set against its name in the register of members. Upon completion of this offering, we will perform the procedure necessary to update the register of members to record and give effect to the issuance of shares by us to the transfer agent. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or any member of our Company or our Company itself) may apply to the High Court of the British Virgin Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Differences in Corporate Law

The BVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ 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 BVI Act applicable to us and for illustrative purposes only, the Delaware Corporation Law, which governs companies incorporated in the State of Delaware.

Mergers and Similar Arrangements. Under the BVI Act two or more companies, each a “constituent Company”, may merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the merging of two or more constituent companies into one of the constituent companies and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders. While a director may vote on the plan of merger or consolidation even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the company.

A transaction entered into by our Company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the company and (ii) the transaction is in the ordinary course of the company’s business and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the company received fair value for the transaction.

Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision that, if proposed as an amendment to the Memorandum or Articles of Association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of merger or consolidation has been approved by the directors and authorized by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the BVI. A shareholder may dissent from a mandatory redemption of his shares pursuant to an arrangement (if permitted by the court), a merger (unless the shareholder was a shareholder of the surviving company prior to the merger and continues to hold the same or similar shares after the merger) or a consolidation. A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.

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A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the company must give notice of this fact to each shareholder who gave written objection within 20 days immediately following the date of the shareholders’ approval. These shareholders then have 20 days from the date of such notice to give to the company their written election in the form specified by the BVI Act to dissent from the merger or consolidation, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the company must make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the company determines to be the fair value of the shares. The company and the shareholder then have 30 days to agree upon the price. If the company and a shareholder fail to agree on the price within the 30 days, then the company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.

Shareholders’ Suits.

There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands law. These are summarized below.

Prejudiced members

A shareholder who considers that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the Court regulate the future conduct of the company, or that any decision of the company which contravenes the BVI Act or our memorandum and articles of association be set aside.

Derivative actions

Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the company to redress any wrong done to it.

Just and equitable winding up

In addition to the statutory remedies outlined above, shareholders can also petition for the winding up of a company on the grounds that it is just and equitable for the court to so order. Save in exceptional circumstances, this remedy is only available where the company has been operated as a quasi-partnership and trust and confidence between the partners has broken down.

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Indemnification of Directors and Executive Officers and Limitation of Liability. BVI 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 provision providing indemnification may be held by the BVI courts to be contrary to public policy (e.g. for purporting to provide indemnification against civil fraud or the consequences of committing a crime). Under our Memorandum and Articles of Association, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

	●	is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or

	●	is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we will enter into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our 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.

Under British Virgin Islands law, the directors owe the company certain statutory and fiduciary duties including, among others, a duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. In exercising the powers of a director, the directors ensure neither they nor the company acts in a manner which contravenes the BVI Act or our memorandum and articles of association, as amended and restated from time to time. A shareholder has the right to seek damages for breaches of duties owed to us by our directors.

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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. British Virgin Islands law provides that shareholders may approve corporate matters by way of a written resolution without a meeting signed by or on behalf of shareholders sufficient to constitute the requisite majority of shareholders who would have been entitled to vote on such matter at a general meeting; provided that if the consent is less than unanimous, notice must be given to all non-consenting shareholders.

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 general 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 general meetings.

British Virgin Islands law and our Articles of Association provide that shareholders holding 30% or more of the voting rights entitled to vote on any matter for which a meeting is to be converted may request that the directors shall requisition a shareholder’s meeting. As a British Virgin Islands Company, we are not obliged by law to call shareholders’ annual general meetings, but our Memorandum and Articles of Association do permit the directors to call such a meeting. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world.

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 British Virgin Islands but our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less 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 Memorandum and Articles of Association, directors may be removed with or without cause, by a resolution of our shareholders called for the purpose of removing the director or for purposes including the removal of the director. Directors can also be removed by a resolution of directors, with or without cause, passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

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.

British Virgin Islands law has no comparable statute and our Memorandum and Articles of Association fails to expressly provide for the same protection afforded by the Delaware business combination statute.

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 supermajority voting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our Memorandum and Articles of Association, we may appoint a voluntary liquidator by a resolution of the shareholders or resolution of directors.

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 BVI law and our Memorandum and Articles of Association, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied, whether or not our company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by a majority of the votes cast by those entitled to vote at a meeting of the holders of the issued shares in 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 British Virgin Islands law, our Memorandum and Articles of Association may be amended with a resolution of our shareholders or, subject to certain exceptions, by resolutions of directors. An amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI.

Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our 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 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 7,900,000 Ordinary Shares outstanding. All of the Ordinary Shares sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of our Ordinary Shares. Prior to this offering, there has been no public market for our Ordinary Shares, and while we intend to submit application for the Ordinary Shares to be listed on Nasdaq, we cannot assure you that a regular trading market will develop in the Ordinary Shares.

Lock-Up Agreements

We, our directors and executive officers, and our existing shareholders are expected to agree, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our Ordinary Shares, or any securities convertible into or exchangeable or exercisable for our Ordinary Shares, for a period of 12 (twelve) months after the Offering is completed without the consent of the Underwriter. After the expiration of the 12-month period, the Ordinary Shares held by our directors, executive officers and our existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

All of our Ordinary Shares outstanding prior to this offering are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements. Under Rule 144 as currently in effect, a person who has beneficially owned our restricted shares for at least six months is generally entitled to sell the restricted securities without registration under the Securities Act beginning 90 days after the date of this prospectus, subject to certain additional restrictions.

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Our affiliates may sell within any three-month period a number of restricted shares that does not exceed the greater of the following:

●

1% of the then outstanding Ordinary Shares of the same class, which will equal approximately 79,000 Ordinary Shares immediately after this offering assuming the over-allotment option is not exercised and 82,300 Ordinary Shares assuming the over-allotment option is exercised in full; or

●

the average weekly trading volume of our Ordinary Shares on Nasdaq during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Affiliates who sell restricted securities under Rule 144 may not solicit orders or arrange for the solicitation of orders, and they are also subject to notice requirements and the availability of current public information about us.

Persons who are not our affiliates are only subject to one of these additional restrictions, the requirement of the availability of current public information about us, and this additional restriction does not apply if they have beneficially owned our restricted shares for more than one year.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our Ordinary Shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such Ordinary Shares 90 days after we became a reporting Company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Listing

We have applied to list our Ordinary Shares on The Nasdaq Capital Market under the trading symbol “LOBO”.

Transfer Agent and Registrar

The transfer agent and registrar for our Ordinary Shares is Vstock Transfer, LLC.

Selling Restrictions

No action has been taken in any jurisdiction except the United States that would permit a public offering of our Ordinary Shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or our Ordinary Shares in any jurisdiction where action for that purpose is required. Accordingly, the 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 shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

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MATERIAL INCOME TAX CONSIDERATIONS

The following summary of material Cayman Islands, China 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 summary 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.

British Virgin Islands Taxation

The Company and all distributions, interest and other amounts paid by the company in respect of the Ordinary Shares of the Company to persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of the Company.

All instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI provided that they do not relate to real estate in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its members.

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People’s Republic of China Taxation

According to the Enterprise Income Tax Law of the PRC (the “Income Tax Law”) and the Implementation Regulations of Enterprise Income Tax Law of the PRC, the enterprise income tax for both domestic and foreign-invested enterprises are unified at 25%.

According to the Income Tax Law, income such as dividends, rental, interest and royalty from the PRC derived by a non-resident enterprise which has no establishment in the PRC or has establishment but the income has no relationship with such establishment is subject to a 10% withholding tax, which may be reduced if the foreign jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement, unless the relevant income is specifically exempted from tax under the applicable income tax laws, regulations, notices and decisions which relate to foreign invested enterprises and their investors. 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 tax rate in respect to dividends paid 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 (“SAT Circular 81”), a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced tax rate: (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. Additionally, China has started an anti-tax treaty shopping practice since the issuance of Circular 601 in 2009. On February 3, 2018, the State Administration of Taxation released the Announcement on Issues concerning the “Beneficial Owner” in Tax Treaties (“PN9”), which provides guidelines in determining a beneficial owner qualification under dividends, interest and royalty articles of tax treaties. PRC tax authorities in general often scrutinize fact patterns case by case in determining foreign shareholders’ qualifications for a reduced treaty withholding tax rate, especially against foreign companies that are perceived as being conduits or lacking commercial substance. Furthermore, according to the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, which became effective in January 2020, where non-resident enterprises judge by themselves that they meet the conditions for entitlement to reduced tax rate according to tax treaties, they may enjoy such entitlement after reporting required information to competent tax authorities provided that they shall collect and retain relevant documents for future reference and inspections.

Provided that our BVI holding company is not deemed to be a PRC resident enterprise, holders of our Ordinary Shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under SAT 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 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 obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT Circular 7, or to establish that we should not be taxed thereunder.

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Certain United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of the ownership and disposition of our Ordinary Shares. This summary applies only to U.S. Holders that hold our Ordinary Shares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional currency. This summary is based on U.S. tax laws in effect as of the date of this prospectus, on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this prospectus, and judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which could apply retroactively and could affect the tax consequences described below. Moreover, this summary does not address the U.S. federal estate, gift, backup withholding, and alternative minimum tax considerations, or any state, local, and non-U.S. tax considerations, relating to the ownership and disposition of our Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

	●	financial institutions or financial services entities;

	●	insurance companies;

	●	pension plans;

	●	cooperatives;

	●	regulated investment companies;

	●	real estate investment trusts;

	●	broker-dealers;

	●	traders that elect to use a mark-to-market method of accounting;

	●	governments or agencies or instrumentalities thereof;

	●	certain former U.S. citizens or long-term residents;

	●	tax-exempt entities (including private foundations);

	●	persons liable for alternative minimum tax;

	●	persons holding stock as part of a straddle, hedging, conversion or other integrated transaction;

	●	persons whose functional currency is not the U.S. dollar;

	●	passive foreign investment companies;

	●	controlled foreign corporations;

	●	taxpayers subject to the applicable financial statement accounting rules under Section 451(b) of the U.S. Internal Revenue Code

	●	persons that actually or constructively own 5% or more of the total combined voting power of all classes of our voting stock; or

	●	partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ordinary shares through such entities.

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PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL TAXATION TO THEIR PARTICULAR CIRCUMSTANCES, AND THE STATE, LOCAL, NON-U.S., OR OTHER TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes:

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

	●	a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

Taxation of Dividends and Other Distributions on Our Ordinary Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” any cash distributions (including the amount of any PRC tax withheld) paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. A non-corporate U.S. Holder will be subject to tax on dividend income from a “qualified foreign corporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met. A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Secretary of Treasury determines is satisfactory for purposes of this provision and includes an exchange of information program, or (ii) with respect to any dividend it pays on stock that is readily tradable on an established securities market in the United States, including Nasdaq. It is unclear whether dividends that we pay on our Ordinary Shares will meet the conditions required for the reduced tax rate. However, in the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the United States-PRC income tax treaty. If we are eligible for such benefits, dividends we pay on our Ordinary Shares, would be eligible for the reduced rates of taxation described in this paragraph. You are urged to consult your tax advisor regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares. Dividends received on our Ordinary Shares will not be eligible for the dividends-received deduction allowed to corporations.

Dividends will generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Taxation of Sale or Other Disposition of Ordinary Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such Ordinary Shares. Any capital gain or loss will be long term if the Ordinary Shares have been held for more than one year and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. In the event that gain from the disposition of the Ordinary Shares is subject to tax in the PRC, such gain may be treated as PRC-source gain under the United States-PRC income tax treaty. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company Rules

A non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the company’s goodwill and other unbooked intangibles are taken into account as non-passive assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

No assurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Under circumstances where our revenue from activities that produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. If we were classified as a PFIC for any year during which a U.S. Holder held our Ordinary Shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our Ordinary Shares even if we cease to be a PFIC in subsequent years, unless certain elections are made.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition of Ordinary Shares. Under these rules,

	●	the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;

	●	the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;

	●	the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and

	●	an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each prior taxable year, other than a pre-PFIC year, of the U.S. Holder.

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If we are treated as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, or if any of our subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of any lower-tier PFICs for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is “regularly traded” within the meaning of applicable U.S. Treasury regulations. If our Ordinary Shares qualify as being regularly traded, and an election is made, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

Furthermore, as an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing fund” election regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. However, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual Internal Revenue Service Form 8621 and provide such other information as may be required by the U.S. Treasury Department, whether or not a mark-to-market election is or has been made. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You should consult your tax advisors regarding how the PFIC rules apply to your investment in our Ordinary Shares.

Non-U.S. Holders

Cash dividends paid or deemed paid to a Non-U.S. Holder with respect to the Ordinary Shares generally will not be subject to U.S. federal income tax unless such dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States).

In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other taxable disposition of the Ordinary Shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or other disposition and certain other conditions are met (in which case, such gain from U.S. sources generally is subject to U.S. federal income tax at a 30% rate or a lower applicable tax treaty rate).

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Cash dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) generally will be subject to regular U.S. federal income tax at the same regular U.S. federal income tax rates as applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Information Reporting and Backup Withholding

Certain U.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

In addition, dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to additional information reporting to the IRS 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 IRS 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 IRS 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 IRS 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.

THE PRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITING

We have entered into an underwriting agreement dated [●], 2023 with Kingswood, a division of Kingswood Capital Partners, LLC, or the Representative, acting as the lead managing underwriter and book-runner with respect to the Ordinary Shares subject to this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, the number of Ordinary Shares set forth opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus:

Name	Number of Shares to be purchased from the Company
Kingswood, a division of Kingswood Capital Partners, LLC		2,200,000




Total:		2,220,000

The underwriters are offering the Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the Ordinary Shares covered by the underwriters’ over-allotment option described below.

Over-allotment Option

We have granted to the underwriters an option, exercisable for 45 days after closing of this offering, to purchase up to an additional 330,000 Ordinary Shares at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The option may be exercised in whole or in part, and may be exercised more than once, during the 45-day option period. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase the same percentage of the additional shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares listed next to the names of all underwriters in the preceding table. If any additional Ordinary Shares are purchased, the underwriters will offer these Ordinary Shares on the same terms as those on which the other Ordinary Shares are being offered.

The Representative has advised us that it proposes to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$[●] per share. The underwriters may allow, and certain dealers may re-allow, a discount from the concession not in excess of US$[●] per share to certain brokers and dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the Representative. No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

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Discounts, Commissions and Expenses

The underwriting discounts and commissions are 7.0% of the initial public offering price.

The following table shows the price per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

Total

Per Share

No Exercise

Full Exercise

Public offering price

US$

4.00

US$

8,800,000

US$

10,120,000

Underwriting discounts and commissions to be paid by us:

US$

0.28

US$

616,000

US$

708,400

Proceeds, before expenses, to us

US$

3.72

US$

8,184,000

US$

9,411,600

We will also pay to the Representative by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by us from the sale of the Ordinary Shares.

We agreed to pay $70,000 as an advance towards the Representative’s accountable expenses (US$35,000 paid upon execution of the engagement letter in connection with this offering, and an additional US$35,000 to be paid upon receipt of initial comments from the SEC to the registration statement of which this prospectus forms a part), (together, the “Advance”). As of the date of this prospectus, we have paid US$35,000 of the Advance to the Representative; any portion of the Advance will be returned to us to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

We have agreed to reimburse the Representative for its expenses relating to the offering up to a maximum of $183,000, including but not limited to expenses and disbursements relating to background checks of the Company’s officers and directors, legal fees, reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company, and “tombstone or Lucite” advertisements.

We estimate that the total expenses of the offering payable by us, excluding the underwriters’ discount and commissions and non-accountable expense allowance will be approximately US$883,245 including a maximum aggregate reimbursement of US$183,000 of Representative’s accountable expenses.

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Representative’s Warrants

In addition, we have agreed to issue warrants to the Representative to purchase a number of Ordinary Shares equal to 10% of the total number of Ordinary Shares sold in this offering (including any Ordinary Shares sold pursuant to an exercise of the over-allotment option). Such warrants shall have an exercise price equal to 110% of the offering price of the Ordinary Shares sold in this offering. The Representative’s warrants may be exercised in cash or on a cashless basis, will be exercisable for five years from the commencement of sales of this offering and will terminate on the fifth anniversary of the commencement of sales of this offering. The warrants are not redeemable by us. The Representative’s warrants and the underlying shares will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110. In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the Representative’s warrants nor any of our Ordinary Shares issued upon exercise of the Representative’s warrants may 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 such securities by any person, for a period of 180 days immediately following the commencement of sales in this offering, except as permitted by Rule 5110(e)(2). In addition, although the Representative’s warrants and the underlying Ordinary Shares will be registered by the registration statement of which this prospectus forms a part, we have also agreed that the warrants will provide for piggyback registration rights in certain cases for a period of five years from commencement of sales of this offering and in compliance with FINRA Rule 5110(g)(6) in all respects. These registration rights apply to all of the securities directly and indirectly issuable upon exercise of the Representative’s warrants.

We will bear all fees and expenses attendant to registering the Ordinary Shares issuable upon exercise of the warrants. The exercise price and number of Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation.

Indemnification; Indemnification Escrow

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Concurrently with the execution and delivery of the underwriting agreement, the Company will set up an escrow account with a third-party escrow agent in the United States and will fund such account with $500,000 from the offering proceeds that may be utilized by the underwriters to fund any bona fide indemnification claims of the underwriters arising during the 12-month period following the closing of the offering. The escrow account will be interest bearing, and we will be free to invest the assets in securities. All funds that are not subject to an indemnification claim will be returned to us after the applicable period expires. The Company will pay the reasonable fees and expenses of the escrow agent.

Lock-Up Agreements

Our officers, directors and principal shareholders (5% or more shareholders), have agreed, subject to certain exceptions, to a twelve (12) month “lock-up” period from the closing of this offering with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued. This means that, for a period of twelve (12) months following the closing of the offering, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the Representative. We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for 12 months following the closing of this offering, subject to certain customary exceptions, without the prior written consent of the Representative.

The Representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

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Right of First Refusal

For a period of 18 months from the commencement of sales of this offering, we have granted the Representative the right of first refusal to act as lead manager and bookrunner or lead placement agent with respect to any public or private sale of the securities of the Company and/or any of its subsidiaries.

Nasdaq Listing

We have applied to have our Ordinary Shares approved for listing on the Nasdaq under the symbol “LOBO.” 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 listed on the Nasdaq at the 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 the Nasdaq may engage in passive market making transactions on the 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.

Price Stabilization, Short Positions and Penalty Bids

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.

● 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.

146

	●	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 Ordinary Shares 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.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Some of the underwriters and certain of their affiliates may, in the future, engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their clients. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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 solicitation is unlawful.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our 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 securities laws of Hong Kong) other than with respect to the 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 SFO and any rules made thereunder.

Notice to Prospective Investors in the People’s Republic of China

This prospectus may not be circulated or distributed in the PRC and the Shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

147

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee and the Nasdaq listing fee, all amounts are estimates.

SEC Registration Fee	$	1,300
Nasdaq Listing Fee	$	5,000
FINRA Filing Fee	$	650
Legal Fees and Expenses	$	450,000
Accounting Fees and Expenses	$	347,500
Printing and Engraving Expenses	$	5,995
Miscellaneous Expenses	$	72,800
Total	$	883,245

LEGAL MATTERS

Loeb & Loeb LLP is acting as counsel to our Company regarding U.S. securities law matters. The validity of the ordinary shares offered hereby will be passed upon for us by Ogier. Certain legal matters with respect to U.S. federal and New York State law in connection with this offering will be passed upon for the Underwriter by Ellenoff Grossman & Schole LLP. Legal matters as to PRC law will be passed upon for us by DeHeng Law Offices and for the Underwriter by Jincheng Tongda & Neal Law Firm. Loeb & Loeb LLP may rely upon Ogier with respect to matters governed by BVI law and DeHeng Law Offices with respect to matters governed by PRC law.

EXPERTS

The consolidated financial statements as of December 31, 2021 and 2020 and for each of the years then ended included in this prospectus have been so included in reliance on the report of TPS Thayer, LLC, an independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the Ordinary Shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our Ordinary Shares.

Immediately upon the effectiveness of the registration statement on Form F-1 to which this prospectus is a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.

148

INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Consolidated Financial Statements		Page(s)
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2022 AND DECEMBER 31, 2021		F-2
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021		F-3
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021		F-4
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021		F-5
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS		F-6

F-1

LOBO EV TECHNOLOGIES LTD

UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS

(In U.S. dollars except for number of shares)

	As of
	June 30,			December 31,
	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	400,325		$	614,008
Accounts receivable		1,052,748			1,459,961
Inventories		2,971,436			1,988,470
Amounts due from related parties		2,760,711			2,649,596
Short-term investments		40,295			6,277
Prepaid expenses and other current assets		3,579,527			1,457,012
Total current assets		10,805,042			8,175,324
Property and equipment, net		1,178,266			302,533
Intangible assets, net		1,082,417			1,112,712
Operating lease right-of-use assets, net		291,858			110,755
Long -term investments		-			1,569,218
Total Assets		13,357,583			11,270,542

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		1,413,376			863,240
Advances from customers		480,641			254,494
Other current payables		348,469			239,180
VAT payable		4,161,500			3,636,297
Taxes payable		1,553,534			1,420,096
Amounts due to related parties		2,465			2,591
Operating lease liabilities, current		86,101			24,575
Total current liabilities		8,046,086			6,440,473
Long-term Loan		209,014			219,691
Operating lease liabilities, non-current		187,467			13,350
Other payables		15,754			43,988
Total liabilities		8,458,321			6,717,502

Commitments and contingencies

Equity:
Common stock (par value of $0.001 per share, 5,700,000 authorized and issued, as of June 30, 2022 and December 31, 2021, respectively)		5,700			5,700
Subscription receivable		(5,700	)		(5,700	)
Additional paid-in capital		1,486,597			1,036,811
Retained earnings		2,987,798			2,889,980
Accumulated other comprehensive income		(79,623	)		154,063
Statutory reserve		325,953			291,599
Total LOBO EV Technologies LTD’s shareholders’ equity		4,720,725			4,372,453
Non-controlling interest		178,537			180,587
Total Equity		4,899,262			4,553,040

Total Liabilities and Equity	$	13,357,583		$	11,270,542

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-2

LOBO EV TECHNOLOGIES LTD

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(In U.S. dollars except for number of shares)

	For the Six Months Ended June 30,
	2022			2021
Revenues	$	5,489,402		$	8,314,377
Cost of revenues		4,719,210			6,679,739
Gross Profit		770,192			1,634,638

Operating expenses
Selling and marketing expenses		216,387			153,928
General and administrative expenses		283,050			130,155
Research and development expenses		28,492			18,167
Total operating expenses		527,929			302,250

Operating income		242,263			1,332,388

Other expenses (income)
Interest expense		8,620			3,474
Other (income)		(20,631	)		(954	)
Total other (income) expenses, net		(12,011	)		2,520

Income before income tax expense		254,274			1,329,868
Income tax expense		117,877			334,467
Net Income		136,397			995,401

Net Income		136,397			995,401
Less: Net income attributable to non-controlling interest		(4,225	)		(11,610	)
Net income attributable to LOBO EV Technologies LTD		132,172			983,791

Net Income		136,397			995,401
Foreign currency translation adjustments		233,686			(19,871	)
Foreign currency translation adjustments for non-controlling interest		6,275			(1,193	)
Comprehensive income attributable to LOBO EV Technologies LTD	$	376,358		$	974,337


Net income per share, basic and diluted	$	0.02		$	0.17
Weighted average shares outstanding, basic and diluted		5,700,000			5,700,000

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-3

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(In U.S. dollars except for number of shares)

For the six months ended June 30, 2022

	Common Stock				Subscription			Additional Paid In		Statutory		Retained			Accumulated Other Comprehensive			Total Shareholders’			Non-controlling			Total
	Shares		Amount		Receivable			Capital		Reserve		Earnings			(Loss)/Income			Equity			Interest			Equity
Balance at, December 31, 2021		5,700,000	$	5,700	$	(5,700	)	$	1,036,811	$	291,599	$	2,889,980		$	154,063		$	4,372,453		$	180,587		$	4,553,040
Net income		-		-		-			-				132,172			-			132,172			4,225			136,397
Appropriation of statutory reserve											34,354		(34,354	)					-						-
Foreign currency translation adjustments		-		-		-			-				-			(233,686	)		(233,686	)		(6,275	)		(239,961	)
Capital contribution									449,786				-			-			449,786			-			449,786
Balance at, June 30,2022		5,700,000	$	5,700	$	(5,700	)	$	1,486,597	$	325,953	$	2,987,798		$	(79,623	)	$	4,720,725		$	178,537		$	4,899,262

For the six months ended June 30, 2021

	Common Stock				Subscription			Additional Paid In		Statutory		Retained			Accumulated Other Comprehensive		Total Shareholders’		Non-controlling		Total
	Shares		Amount		Receivable			Capital		Reserve		Earnings			(Loss)/Income		Equity		Interest		Equity
Balance at, December 31, 2020		5,700,000	$	5,700	$	(5,700	)		-	$	123,477	$	1,409,376		$	92,843	$	1,625,696	$	164,632	$	1,790,328
Net income		-		-		-			-				983,791			-		983,791		11,610		995,401
Appropriation of statutory reserve											98,379		(98,379	)				-				-
Foreign currency translation adjustments		-		-		-			-				-			19,871		19,871		1,193		21,064
Balance at, June 30,2021		5,700,000	$	5,700	$	(5,700	)	$	-	$	221,856	$	2,294,788		$	112,714	$	2,629,358	$	177,435	$	2,806,793

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-4

LOBO EV TECHNOLOGIES LTD

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

(In U.S. dollars except for number of shares)

	For the Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	136,397		$	995,401
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation and amortization		117,711			55,618
Gain on sale of long-term investments		(15,434	)		-
Lease expense of operating lease Right-of-use assets, nets		104,168			55,092
Changes in Operating Assets and Liabilities
Accounts receivable		347,631			(1,090,457	)
Inventories		(1,116,089	)		710,186
Prepaid expenses and other current assets		(819,475	)		(2,674,760	)
Accounts payable		(342,545	)		65,053
Advance from customers		244,968			(570,624	)
Other current payables		99,627			29,117
VAT payable		525,203			1,032,484
Taxes payable		409,726			437,062
Operating lease Liabilities		(51,443	)		(154,526	)
Net cash provided by (used) in operating activities		(359,555	)		(1,110,354	)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest-free loan to related parties		(5,928,607	)		(11,544,271	)
Interest-free loan repaid by related parties		5,680,396			12,348,800
Proceeds from sale of long-term equity investments		75,395			-
Purchase of property and equipment		(15,399	)		(1,913	)
Purchase of intangible assets		(92,781	)		(10,005	)
Net cash (used in) provided by investing activities		(280,996	)		792,611

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of interest-free loan from related parties		-			217,417
Repayments of interest-free loan to related parties		-			(145,530	)
Proceeds from long-term loan		-			216,377
Proceeds from additional paid in capital		449,786			-
Net cash provided by financing activities		449,786			288,264

Effect of exchange rate changes on cash and cash equivalents		(22,918	)		682

NET DECREASE IN CASH AND CASH EQUIVALENTS		(213,683	)		(28,797	)
CASH AND CASH EQUIVALENTS, beginning of period		614,008			70,020
CASH AND CASH EQUIVALENTS, end of period	$	400,325		$	41,223

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	(117,877	)	$	(334,467	)
Interest	$	(8,620	)	$	-

NON-CASH TRANSACTIONS
Addition of Right-of-use assets, net	$	290,130		$	135,559
Liabilities incurred for purchase of property and equipment	$	954,644		$	-

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

F-5

LOBO EV TECHNOLOGIES LTD

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Lobo EV Technologies Ltd. (“LOBO”) was incorporated as a BVI Business Company under the laws of the British Virgin Islands with limited liability on October 25, 2021. LOBO does not conduct any substantive operations on its own, but instead conducts its business operations through its wholly-owned subsidiary in the People’s Republic of China (the “PRC”) and the subsidiary of such entity. LOBO and its subsidiaries are hereinafter collectively referred to as “the Company”. LOBO is an innovative electric vehicles manufacturer and seller. LOBO designs, develops, manufactures and sells e-bicycles, e-mopeds, e-tricycles, and electric four-wheeled shuttles, through its indirectly wholly-owned subsidiaries, Jiangsu LOBO, Beijing LOBO, Guangzhou LOBO, Tianjin LOBO, Tianjin Bibosch and Wuxi Jinbang. LOBO also provides software solutions for automotive electronics, such as interactive multimedia software systems, multifunctional rear-view mirrors, and dash cams. As described below, LOBO, through a series of transactions which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiaries. Accordingly, these consolidated financial statements reflect the historical operations of the Company as if the current organization structure had been in existence throughout the periods presented.

Reorganization

The Reorganization of the Company’s legal structure was completed on March 14, 2022. The Reorganization involved (i) the incorporation of LOBO in the British Virgin Islands as a holding company; (ii) the incorporation of LOBO Holdings Limited in Hong Kong (“LOBO HK”), as a wholly-owned subsidiary of LOBO; (iii) the share transfer of Jiangsu LOBO from Jiangsu LOBO’s shareholders to LOBO HK, resulting in Jiangsu LOBO becoming a wholly-owned subsidiary of LOBO HK in the PRC.

LOBO is a holding company and had not commenced operations until the Reorganization was complete.

During the years presented in these consolidated financial statements, the control of the entities has never changed (always under the control of the PRC Shareholders). Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. 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. On March 1, 2023, the Company effected a one thousand-for-one subdivision of shares to shareholders, which increased the total number of authorized and issued ordinary shares of 50,000 to 50,000,000, and decreased the par value of ordinary shares from $1 to $0.001. Then the shareholders surrendered a pro-rata number of ordinary shares of 44,300,000 to the Company for no consideration and thereafter cancelled. Following the surrender, the issued and outstanding ordinary shares were 5,700,000 of par value of $0.001 per share. All share and per share data as of June 30, 2022 and December 31, 2021, and for the six months ended June 30, 2022 and 2021 are retroactively adjusted.

F-6

The consolidated financial statements reflect the activities of LOBO and each of the following entities:

Percentage

Date of

Place of

of effective

Principal

Name

Incorporation

incorporation

ownership

Activities

Wholly-owned subsidiaries

LOBO Holdings Ltd (LOBO HK)

November, 2021

100

Investment holding company

Jiangsu LOBO Electric Vehicle Co. Ltd (Jiangsu LOBO)

November, 2021

PRC

100

WFOE, a holding company

Beijing LOBO Intelligent Machine Co., Ltd (Beijing LOBO)

August, 2014

PRC

100

Domestic sales and outsourcing special models of e-bicycles and off-highway four-wheeled electric shuttles

Tianjin LOBO Intelligent Robot Co., Ltd (Tianjin LOBO)

October，2021

PRC

100

Production of electric bicycles, urban tricycles and elderly scooters

Tianjin Bibosch Intelligent Technologies Co., Ltd (Tianjin Bibosch)

March，2022

PRC

100

Foreign sales of e-bicycles and off-highway four-wheeled electric shuttles

Guangzhou LOBO Intelligent Technologies Co. Ltd (Guangzhou LOBO)

May, 2019

PRC

100

Software development for automotive electronics

Wuxi Jinbang Electric Vehicle Manufacturing Co., Ltd (Wuxi Jinbang)

October，2002

PRC

Production of electric bicycles and electric mopeds

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	(a)	Basis of presentation and principles of consolidation

(b)

Use of estimates

F-7

(c)

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar (“USD” or “$”). The functional currency of subsidiaries located in China is the Chinese Renminbi (“RMB”), the functional currency of subsidiaries located in Hong Kong is the Hong Kong dollars (“HK$”). For the entities whose functional currency is the RMB and HK$, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive loss in the Consolidated Statements of Operations and Comprehensive Income.

The Consolidated Balance Sheets amounts, with the exception of equity, on June 30, 2022 and December 31, 2021 were translated at RMB6.6981 to $1.00 and RMB6.3726 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to Consolidated Statements of Operations and Comprehensive Income and Cash Flows for the six months ended June 30, 2022 and 2021 were RMB6.4791 to $1.00 and RMB6.4702to $1.00, respectively.

(d)

Fair Value Measurement

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, short-term investments, accounts receivable, amounts due from related parties, prepaid expenses and other current assets, amounts due to related parties, accounts payable, advances from customers, other current payables, VAT payable and taxes payable.

(e)

Cash and cash equivalents

F-8

(f)

Accounts receivable

Accounts receivable are stated at the original amount less an allowance for doubtful receivables, if any, based on a review of all outstanding amounts at period end. An allowance is also made when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The Company analyzes the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends and changes in its customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. As of June 30, 2022 and December 31, 2021, the Company did not consider necessary to record allowances for doubtful accounts against its accounts receivable.

(g)

Inventories

(h)

Short-term investments

Short-term investments include wealth management products. Short-term investments are classified as available for sale, and reported at fair value with unrealized gains and losses included in accumulated other comprehensive income. For the six months ended June 30, 2022 and 2021, the Company did not record any impairment on the short-term investments.

(i)

Deferred IPO costs

Deferred IPO costs represent the incremental costs incurred for the Company’s initial public offering (“IPO”). These costs are deferred and will be deducted from the proceeds of the IPO upon the completion of the IPO. Deferred IPO costs primary include professional fees related to the IPO. As of June 30, 2022 and December 31, 2021, the deferred IPO costs were $84,483 and $73,034, respectively. Deferred IPO costs are included in the Prepaid expenses and other current assets in the Consolidated Balance Sheets.

(j)

Property and equipment, net

Production line for e-bicycles			5-10 Years
Furniture, fixtures and office equipment			3-5 Years
Vehicles			4-10 Years

F-9

(k)

Intangible Assets

We purchase software from third parties and recorded the cost in intangible assets on the consolidated balance sheets.

We amortize the purchased software on a straight-line basis over their estimated useful lives, which is typically 3 years. Amortization expense of Beijing LOBO is included in General and administrative expense, and amortization expense of Guangzhou LOBO is included in cost of revenue as the purchased software in Guangzhou LOBO is directly related to revenue generating activities, on the statements of operations and totaled $68,199 and $0 for the six months ended June 30, 2022 and 2021, respectively. We evaluate the purchased software for impairment and did not record impairment losses for the six months ended June 30, 2022 and 2021. Refer to Note 8 – Intangible Assets for additional information regarding our purchased software.

(l)

Capitalized Software Development Costs

Capitalized software costs are included in intangible assets on our consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the software development had not been completed. Once completed, the capitalized cost will be amortized on a straight-line basis when placed into service over the estimated useful lives of the software, which is typically three years. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Refer to Note 9 – Intangible Assets for additional information regarding our capitalized software development costs.

(m)

Impairment of Long-lived Assets

(n)

Long-term Investment

The Company’s long-term investment includes equity investment without readily determinable fair value.

F-10

On June 25, 2022, the Company entered into a private equity fund transfer agreement with a third party to transfer all the 48.17% equity of the limited partnership at the price of $1,507,890 (RMB 10.1 million, and the Company recorded a gain on sale of long-term investment of $15,434 (CNY 0.1 million). Of the total $1,507,890 of the consideration, the Company has collected $75,395 as of June 30, 2022, and the remaining $1,432,495 was recorded as other current asset as of June 30, 2022. From August through November 2022, the Company collected an additional $1,358,594 of the consideration.

(o)

Value Added Tax

LOBO’s China subsidiaries are subject to value-added tax (“VAT”) for providing services and sales of products.

(p)

Revenue Recognition

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Revenue recognition policies are discussed as follows:

Revenue from sales of electric vehicles and accessories

F-11

Revenue from sale of software development and design services

A separate revenue stream than sale of software above is when software is delivered and the third-party arranges the production and sales, the Company, as principal, charges a royalty fee per unit sold based on the sales volume generated by its third-party customers from their use of the software. The Company reconciles the royalty fees with its customers on a monthly basis, and recognizes royalty revenues at a point in time at month end.

Contract liabilities primarily consist of advances from customers. As of June 30, 2022 and December 31, 2021, the Company recorded advances from customers amounted to $480,641 and $254,494, respectively.

The Company’s standard warranty on the software development and design services varies from one year to three years or up to 100,000 kilometers of the vehicles that equipped with the software. This warranty primarily includes basic after-sales service, such as software bug fixes. The Company considers the standard warranty is not providing incremental service to customers rather an assurance to the quality of the software development and design services and therefore, is not a separate performance obligation. The Company analyzed historical warranty claims, and warranty cost of $2,403 and $118,947 were recorded in cost of revenues for the six months ended June 30, 2022 and 2021, respectively.

F-12

(q)

Research and Development Expenses

Research and development (“R&D”) expenses are expensed as incurred. R&D costs are related to certain software research and development for internal use.

R&D expenses primarily consist of employee salary and benefit costs. R&D expenses were $28,492 and $18,167 for the six months ended June 30, 2022 and 2021, respectively.

(r)

Income Taxes

(s)

Non-controlling Interest

A non-controlling interest in a subsidiary of the Company represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Consolidated Balance Sheets, and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the Consolidated Statements of Operations and Comprehensive Income.

(t)

Segment Reporting

F-13

As the Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues and expenses are derived from within the PRC, no geographical segments are presented.

(u)

Net Income Per Share

(v)

Comprehensive Income

(w)

Commitments and Contingencies

(x)

Recent Accounting Standards

F-14

3.	REVENUES AND COST OF REVENUES

The following table identifies the disaggregation of the Company’s revenues for the six months ended June 30, 2022 and 2021, respectively:

	For the Six Months Ended June 30,
	2022		2021
Revenues
Electric vehicles and accessories sales	$	4,991,720	$	7,510,353
Software royalties		16,017		636,347
Software development and design services		481,665		167,677
Software royalties and development and design services subtotal		497,682		804,024

Total revenues	$	5,489,402	$	8,314,377

The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year.

Cost of electric vehicles and accessories revenues consist primarily of cost of products, labor cost, and other overhead expenses. Cost of Software development and design revenues consist primarily of raw material cost, outsourced development cost, and amortization cost of the intangible assets. The following table identifies the disaggregation of the Company’s cost of revenues for the six months ended June 30, 2022 and 2021, respectively:

	For the Six Months Ended June 30,
	2022		2021
Cost of revenues
Electric vehicles and accessories	$	4,521,499	$	6,363,118
Software development and design services		197,711		316,621
Total cost of revenues	$	4,719,210	$	6,679,739

F-15

4.	ACCOUNTS RECEIVABLE

As of June 30, 2022 and December 31, 2021, accounts receivable consisted of the following, and the Company determined that allowance for doubtful accounts were not necessary.

	As of
	June 30, 2022		December 31, 2021
Accounts receivable	$	1,052,748	$	1,459,961

5.	SHORT-TERM INVESTMENTS

As of June 30, 2022 and December 31, 2021, short-term investments consisted of the wealth management products totaled $40,295 and $6,277, respectively. Wealth management products are deposits in a financial institution with variable interest rates and not-guaranteed principal, and thus classified as available for sale. The wealth management products were purchased on March 24, 2020, April 29, 2020, May 27, 2021, June 14, 2022 and June 15, 2022, and carried at fair value. Wealth management products had duration of 30 years, during which the Company could redeem the wealth management product at its discretion. For the six months ended June 30, 2022, the weighted average interest rates of the short-term investments are 2.5%, and the Company concluded that the short-term investments belong to level 1 fair value, and the gain or loss from the changes in fair values is recognized in accumulated other comprehensive income.

6.	INVENTORY

As of June 30, 2022 and December 31, 2021, inventory consisted of the following:

	As of
	June 30, 2022		December 31, 2021
Finished goods⁽¹⁾	$	1,431,331	$	1,680,273
Raw materials⁽²⁾		1,468,921		176,539
Work-in-process⁽³⁾		23,983		88,478
Others⁽⁴⁾		47,201		43,180
Total Inventory	$	2,971,436	$	1,988,470

(1)	Finished goods includes electric vehicles and accessories.

(2)	Raw materials mainly include parts, and battery cells.

(3)	Work-in-process includes cost incurred to build prototypes with customized software.

(4)	Others includes low-value consumption goods and goods shipped in transit.

There were no write-downs recognized for the inventory for the six months ended June 30, 2022 and 2021.

F-16

7.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2022 and December 31, 2021, prepaid expenses and other current assets consisted of the following:

	As of
	June 30, 2022		December 31, 2021
Prepayment to vendors	$	1,496,886	$	1,136,685
Deferred IPO Costs⁽¹⁾		84,483		73,034
Advances to employees⁽²⁾		118,499		103,456
Receivable from sale of long-term investment⁽³⁾		1,432,495		-
Others⁽⁴⁾		447,164		143,837
Prepaid expenses and other current assets	$	3,579,527	$	1,457,012

(1)	The balance represented the incremental costs incurred for the Company’s initial public offering (“IPO”), which will be deducted from the proceeds of the IPO upon the completion of the IPO.
(2)	The balance primarily represented $78,493 (RMB 500,000) that Wuxi Jinbang, the Company’s subsidiary, has advanced to one of its non-director/officer employee as of June 30, 2022 and December 31, 2021. This balance was collected by the Company in July 2022.
(3)	The balance represented other receivable of $1,432,495 (RMB 9,595,000) from the sale of the long-term investments as of June 30, 2022, see details in Note 10 – Long-term investment.; and deductible VAT input tax of $447,164 and $97,128 as of June 30, 2022 and December 31, 2021.

(4)	The balance primarily represented deductible VAT input tax of $447,164 and $97,128 as of June 30, 2022 and December 31, 2021.

8.	PROPERTY AND EQUIPMENT, NET

As of June 30, 2022 and December 31, 2021, property and equipment, net consisted of the following:

	As of
	June 30, 2022		December 31, 2021
Production line for e-bicycles	$	1,502,495	$	600,697
Furniture, fixtures and office equipment		161,671		162,214
Vehicles		83,183		87,432
		1,747,349		850,343
Less: accumulated depreciation		569,083		547,810
Property and equipment, net	$	1,178,266	$	302,533

In June 2022, the Company’s subsidiary Tianjin Lobo purchased additional production lines of factory equipment of $954,644 in order to increase e-bicycles production capacity. The total $954,644 was recorded in accounts payable as of June 30, 2022. As of June 30, 2022, these new production lines have not been fully installed, thus depreciation has not been started.

For the six months ended June 30, 2022 and 2021, depreciation expense amounted to $49,512 and $55,618, respectively. There was no disposal or impairment recorded to property and equipment for the six months ended June 30, 2022.

9.	INTANGIBLE ASSETS, NET

As of June 30, 2022 and December 31, 2021, intangibles, net consisted of the following:

	As of
	June 30, 2022		December 31, 2021
Purchased software	$	679,302	$	712,153
Capitalized software development costs		483,799		416,026
		1,163,101		1,128,179
Less: accumulated amortization		80,684		15,467
Intangible assets, net	$	1,082,417	$	1,112,712

The capitalized software for internal use had not been completed as of November 2022, thus the Company has not started amortization of the capitalized software costs for internal use as of December 31, 2021 and as of June 30, 2022. The accumulated amortization as of June 30, 2022 and December 31, 2021 represented the amortization expense of the purchased software.

F-17

In the software development process, once the preliminary project stage was completed and management committed to funding the software through completion and the software will be used to perform the function intended, the application development stage started. In accordance with ASC 350-40-25, the software development costs incurred in the application development stage were capitalized, and the cost incurred in the preliminary project stage were expensed.

For the six months ended June 30, 2022 and 2021, amortization expense amounted to $68,199 and $0. The Company did not recognize impairment loss for the six months ended June 30, 2022 and 2021.

The following summarizes total future amortization expenses of the purchased software at June 30, 2022:

Year ending December 31,
2022 (remaining 6 months)	$	65,984
2023		131,968
2024		124,344
2025		40,486
2026 and after		235,836
Total future amortization expense	$	598,618

10.

LONG-TERM INVESTMENTS

In June 2021, the Company’s subsidiary, Beijing LOBO, invested $1,569,218 (RMB 10,000,000) and held 48.17% equity of an unrelated limited partnership. Beijing LOBO is a limited partner that only bears legal responsibilities limited to the investment amount, and does not execute partnership affairs, nor represent the limited partnership externally. The investee company is not publicly listed, and a quoted market price is not available.

On June 25, 2022, the Company entered into a private equity fund transfer agreement with a third party to transfer all the 48.17% equity of the limited partnership at the price of $1,507,890 (RMB 10.1 million, and the Company recorded a gain on sale of long-term investment of $15,434 (CNY 0.1 million). Of the total $1,507,890 of the consideration, the Company has collected $75,395. As of June 30, 2022, and the remaining $1,432,495 was recorded in prepaid and other current assets on the consolidated balance sheet as of June 30, 2022. From July through November 2022, the Company collected an additional $1,358,594 of the consideration.

11.

ADVANCES FROM CUSTOMERS

Advances from customers are contract liabilities that represent the Company’s obligation to transfer goods or services to customers for which the Company has received prepayments from the customers. As of June 30, 2022 and December 31, 2021, the Company recorded advances from customers that amounted to $480,641 and $254,494, respectively.

F-18

12.

TAXES PAYABLE

As of June 30, 2022 and December 31, 2021, taxes payable consisted of the following:

	As of
	June 30, 2022		December 31, 2021
Income tax payable		1,118,496		1,055,780
Other tax payable⁽¹⁾		435,038		364,316
Total taxes payable	$	1,553,534	$	1,420,096

(1)

The balance represented other local taxes payable.

13.

OPERATING LEASE LIABILITIES AND RIGHT OF USE ASSETS

Operating Leases

During the six months ended June 30, 2022, the Company entered into three additional operating leases for new offices and facility spaces in China. The Company measured and recorded right of use assets and corresponding operating lease liabilities at the lease commencement dates. The discount rate utilized in such present value calculation was 4.75% based on an estimate of the Company’s incremental borrowing rate.

Operating lease liabilities at June 30, 2022 and December 31, 2021, consist of:

	As of
	June 30, 2022		December 31, 2021
Current portion		86,101		24,575
Long term portion		187,467		13,350
Total operating lease liabilities	$	273,568	$	37,925

The following summarizes total future minimum operating lease payments at June 30, 2022:

Year ending December 31,
2022 (remaining six months)	$	36,255
2023		123,366
2024		121,719
2025		7,478
2026		5,091
Total minimum lease payments		293,909
Less: present value discount		(20,341	)
Present value of minimum lease payments	$	273,568

As of June 30, 2022 and December 31, 2021, the weighted average discount rate for these leases is 4.75% and 4.75%, and the weighted average remaining term is 29 months and 15 months, respectively.

14.

LONG-TERM LOAN

On April 21, 2021, the Company’s subsidiary, Wuxi Jinbang entered into a loan agreement of $209,014 (RMB1,400,000) with Jiangsu Changjiang Commercial Bank with an annual interest rate of 8.40% and maturity date of April 20, 2027. The Company will pay an interest monthly, and the principal balance at maturity. The loan is secured by certain real estate assets owned by Xing Xia, Deputy General Manager and 15% shareholder of Wuxi Jinbang, and his wife, Qiuhua Rong, and guaranteed by Xing Xia, Qiuhua Rong, and Zhiqiang Xu, a former shareholder of Wuxi Jinbang. The Company also incurred other small amounts of interest expense during the normal course of conducting its business.

For the six months ended June 30, 2022 and 2021, the Company recorded interest expenses of $8,620 and $3,474, respectively.

F-19

15.

RELATED PARTY TRANSACTIONS AND BALANCES

The following is a list of related parties which the Company had transactions with during the six months ended June 30, 2022 and 2021:

	Name	Relationship
(a)	Jiancong Cai	Deputy General Manager/10% shareholder of the Company
(b)	Huiyan Xie	10% shareholder of the Company
(c)	Huajian Xu	CEO of the Company
(d)	Xing Xia	Deputy General Manager/ 5% shareholder of Wuxi Jinbang
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.	Xia Xing(d) holds 49% of the Company’s shares and serves as a supervisor.
(f)	Pingyi Xu	Xu Huajian’s son
(g)	Linhui He	Cai Jiancong (a)’s wife
(h)	Tianjin Dilang Technology Co., Ltd.	Xie Huiyan(b) holds 20% of the Company’s shares, serves as the Company’s executive director and manager, and is the Company’s legal representative; Changzhou Yizhiying Internet of Things Technology Co., Ltd., which is 100% owned by Jiangsu Yidianxing Electric Technology Co., Ltd., holds 80% of the Company’s shares.
(i)	Wealthford Capital Ltd.	57.88% shareholder of the Company; Huanjian Xu (c), CEO of the Company, and his son Pingyi Xu (f) are 100% shareholders of Wealthford Capital Ltd.
(j)	Hangzhou Zhiyi Digital Technology Co., Ltd.	Xu Pingyi(f) holds 90% of the Company’s shares and serves as a supervisor. Xu Huajian(c) holds 10% of the Company’s shares.

Amounts due from related parties

As of June 30, 2022 and 2021, amounts due from related parties, consisted of the following:

		December 31, 2021		Provided		Received Repayment			Exchange Rate Translation			June 30, 2022
Amounts due from related parties
(a)	Jiancong Cai	$	158,877	$	537,876	$	(406,024	)	$	(12,032	)	$	278,697
(b)	Huiyan Xie		1,140,443		3,745,088		(3,700,434	)		(56,879	)		1,128,218
(c)	Huajian Xu		67,388		207		(3,918	)		(3,375	)		60,302
(d)	Xing Xia		1,282,888		1,645,436		(1,570,021	)		(64,809	)		1,293,494
Total amounts due from related parties		$	2,649,596	$	5,928,607	$	(5,680,397	)	$	(137,095	)	$	2,760,711

		December 31, 2020		Provided		Received Repayment			Exchange Rate Translation		June 30, 2021
Amounts due from related parties
(b)	Huiyan Xie	$	610,058	$	9,440,701	$	(8,899,093	)	$	7,605	$	1,159,271
(c)	Huajian Xu		70,269		-		-			744		71,013
(d)	Xing Xia		2,018,513		2,103,570		(3,416,255	)		18,619		724,447
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		33,171		-		(33,452	)		281		-
Total amounts due from related parties		$	2,732,011	$	11,544,271	$	(12,348,800	)	$	27,249	$	1,954,731

F-20

The balance mainly represented the interest-free loan receivables from the shareholders and related entity. The amounts due from our CEO, Huajian Xu and COO, Jiancong Cai will be fully repaid to the Company prior to the effective date of this registration statement.

Amounts due to Related Parties

As of June 30, 2022 and 2021, amounts due to related parties consisted of the following:

		December 31, 2021		Borrowed		Repaid		Exchange Rate Translation			June 30, 2022
Amounts due to related parties
(g)	Linhui He	$	2,591	$	-	$	-	$	(126	)	$	2,465
Total amounts due to related parties		$	2,591	$	-	$	-	$	(126	)	$	2,465

		December 31, 2020		Borrowed		Repaid			Exchange Rate Translation		June 30, 2021
Amounts due to related parties
(a)	Jiancong Cai	$	12,322	$	-	$	(185	)	$	130	$	12,267
(f)	Pingyi Xu		4,409		-		(4,448	)		39		-
(g)	Linhui He		2,819		-		-			29		2,848
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		-		217,417		(140,897	)		161		76,681
Total amounts due to related parties		$	19,550	$	217,417	$	(145,530	)	$	359	$	91,796

The balances represented interest-free loans payable to shareholders.

There were no other transactions between the Company and its related parties during the six months ended June 30, 2022 and 2021.

16.

INCOME TAXES

BVI – British Virgin Islands

The Company is incorporated in the BVI. Under the current laws of the BVI, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the BVI.

F-21

Hong Kong

On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%. The Company’s Hong Kong subsidiaries did not have assessable profits that were derived in Hong Kong for the six months ended June 30, 2022 and 2021. Therefore, no Hong Kong profit tax has been provided for the six months ended June 30, 2022 and 2021.

PRC – People’s Republic of China

The Company’s PRC subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.

The components of the income tax provision are:

	As of
	June 30, 2022		June 30, 2021
Current	$	117,877	$	334,467
Deferred		-		-
Total income tax provision	$	117,877	$	334,467

The income tax provision is included in our consolidated statement of operations and comprehensive income.

The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:

	For the Six Months Ended June 30,
	2022			2021
Net income before provision for income taxes	$	254,274		$	1,329,868
PRC statutory tax rate		25	%		25	%
Income tax at statutory tax rate		63,569			332,467

Changes in valuation allowance		51,485			-
Tax effect of non-deductible items		2,823			2,000
Income tax provision	$	117,877		$	334,467
Effective tax rates		46	%		25	%

The current PRC EIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by the PRC tax authorities, for example, will be subject to a 5% withholding tax rate.

As of June 30, 2022 and December 31, 2021, the Company had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.

F-22

As December 31, 2021, there was no tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset and liability, and there was no net operating loss carried forward.

As of June 30, 2022, the Company’s subsidiaries Tianjin LOBO, Tianjin Bibosch and Jiangsu LOBO have total net operating losses of $199,208, which gave rise to deferred tax assets of $49,802. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. As of June 30, 2022, the Company concluded that the three subsidiaries will not realize a future tax benefit, thus a full valuation allowance of $ 49,802 was established and net deferred tax asset was $0 at June 30, 2022.

Accounting for uncertainty tax position

The Company did not identify significant unrecognized tax benefits as of June 30, 2022 and December 31, 2021. The Company did not incur any interest and penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2017 to 2021 of the Company’s PRC subsidiaries remain open to examination by the taxing jurisdictions. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

17.

EQUITY

(a) Common stock and Additional Paid In Capital

The Company was established under the laws of the British Virgin Islands on October 25, 2021. The authorized number of Ordinary Shares was 5,700,000 with par value of $0.001 per share. As of June 30, 2022, the Company’s shareholders have not funded the capital of the Ordinary Shares in British Virgin Islands and recorded subscription receivable as of June 30, 2022. The Company’s shareholders have funded the capital in British Virgin Islands in October and November of 2022.

Upon the Reorganization event described in Note 1, on March 14, 2022, the Company issued the 5,700,000 Ordinary Shares of common stock with par value of $0.001 in exchange for all outstanding common stock of Jiangsu Lobo. The Reorganization has been accounted for at historical cost and prepared on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the accompanying financial statements of the Company.

During the six months ended June 30, 2022, the Company’s subsidiaries received capital contributions of $449,786, from its shareholders, which were recorded as additional paid in capital.

On March 1, 2023, the Company effected a one thousand-for-one subdivision of shares to shareholders, which increased the total number of authorized and issued ordinary shares of 50,000 to 50,000,000, and decreased the par value of ordinary shares from $1 to $0.001. Then the shareholders surrendered a pro-rata number of ordinary shares of 44,300,000 to the Company for no consideration and thereafter cancelled. Following the surrender, the issued and outstanding ordinary shares were 5,700,000 of par value of $0.001 per share. All share and per share data as of June 30, 2022 and December 31, 2021, and for the six months ended June 30, 2022 and 2021 are retroactively adjusted.

(b) Subscription receivable

As of June 30, 2022 and December 31, 2021, subscription receivable represented the unfunded capital for the 5,700,000 Ordinary Shares of common stock issued by the Company. The Company’s shareholders have funded the capital in British Virgin Islands in October and November of 2022.

(c) Statutory Reserve

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Net income after taxation can be made up for the cumulative prior years’ losses, if any, before being allocated to the “Statutory reserve”. Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors of the Company. As of June 30, 2022 and December 31, 2021, statutory reserve provided were $325,953 and $291,599, respectively.

F-23

(d) Non-controlling interest

As of June 30, 2022 and December 31, 2021, the Company’s non-controlling interest represented 15% equity interest of Wuxi Jinbang, which was established in October, 2002.

18.

SEGMENT REPORTING

The Company has determined that it operates in two operating segments: (1) electric vehicles and accessories sales, and (2) software royalties and development and design services.

The Company’s Chief Operating Decision Maker (“CODM”), chief executive officer, measures the performance of each segment based on metrics of revenue and profit before taxes from operations and uses these results to evaluate the performance of, and to allocate resources to each of the segments. As most of the Company’s long-lived assets are located in the PRC and most of the Company’s revenues are derived from the PRC, no geographical information is presented. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.

The following tables present the summary of each reportable segment’s revenue and income, which is considered as a segment operating performance measure, for the period ended June 30, 2022:

	Six Months Ended June 30, 2022
	Electric vehicles and accessories sales Segment			Software royalties and development and design services Segment			Consolidated
Current assets	$	9,651,430		$	1,153,612		$	10,805,042
Non-current assets		1,470,644			1,081,897			2,552,541
Revenues		4,991,720			497,682			5,489,402
Depreciation and amortization		58,535			59,176			117,711
Segment income (loss) before tax		(863	)		255,137			254,274
Segment gross profit margin		9	%		60	%		14	%
Net income (loss)	$	(54,956	)	$	191,353		$	136,397

	Six Months Ended June 30, 2021
	Electric vehicles and accessories sales Segment			Software royalties and development and design services Segment			Consolidated
Current assets	$	7,155,157		$	1,153,705		$	8,308,862
Non-current assets		495,730			57,336			553,066
Revenues		7,510,353			804,024			8,314,377
Depreciation and amortization		55,197			421			55,618
Segment income before tax		865,198			464,670			1,329,868
Segment gross profit margin		15	%		61	%		20	%
Net income	$	647,088		$	348,313		$	995,401

F-24

19.

CONCENTRATIONS

Concentrations of Credit Risk

As of June 30, 2022 and December 31, 2021 , cash and cash equivalents balances in the PRC are $400,325 and $614,008, respectively, which were primarily deposited in financial institutions located in Mainland China. Each bank account is insured by The People’s Bank of China (the central bank of China) with the maximum limit of RMB500,000 (equivalent to $74,648). To limit exposure to credit risk relating to deposits, the Company primarily places cash and cash equivalent deposits with large financial institutions in China which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

Concentrations of Customers

The following table sets forth information as to each customer that accounted for 10% or more of total accounts receivable as of June 30, 2022 and December 31, 2021:

	As of June 30, 2022					As of December 31, 2021
Customer	Amount		% of Total			Amount		% of Total
A	$	512,233		48.66	%	$	1,059,937		72.6	%
B		188,676		17.92	%		*		*	%
C		122,199		11.61	%		*		*	%
Total	$	823,108		78.19	%	$	1,059,937		72.6	%

The following table sets forth information as to each customer that accounted for 10% or more of total revenues for the six months ended June 30, 2022 and 2021.

	For the Six Months Ended June 30,
	2022					2021
Customer	Amount		% of Total			Amount		% of Total
A	$	567,600		10.34	%	$	*		*	%
B		*		*	%		1,385,242		16.66	%
C		*		*	%		1,126,387		13.55	%
Total	$	567,600		10.34	%	$	2,511,629		30.21	%

F-25

The following table sets forth information as to each supplier that accounted for 10% or more of total accounts payable as of June 30, 2022 and December 31, 2021.

	As of June 30, 2022					As of December 31, 2021
Suppliers	Amount		% of Total			Amount		% of Total
A	$	415,939		29.43	%	$	*		*	%
B		358,311		25.35	%		*		*	%
C		164,889		11.67	%		549,226		63.62	%
D		148,085		10.48	%		*		*	%
Total	$	1,087,224		76.93	%		549,226		63.62	%

The following table sets forth information as to each supplier that accounted for 10% or more of total purchase or the six months ended June 30, 2022 and 2021.

	Six Months Ended June 30,
	2022					2021
Suppliers	Amount		% of Total			Amount		% of Total
A	$	1,033,961		19.58	%	$	*		*	%
B		*		*	%		565,681		10.54	%
Total	$	1,033,961		19.58	%		565,681		10.54	%

*	represented the percentage below 10%

20.

SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events through March 13, 2023, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.

F-26

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Consolidated Financial Statements		Page(s)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-28
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020		F-29
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020		F-30
CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020		F-31
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020		F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-33

F-27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Lobo EV Technologies Ltd

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lobo EV Technologies Ltd (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for the two years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for the two year period ended December 31, 2021 and 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audits to obtain reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ TPS Thayer, LLC

We have served as the Company’s auditor since 2021

Sugar Land, TX

March 13, 2023

F-28

LOBO EV TECHNOLOGIES LTD

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars except for number of shares)

	As of
	December 31,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	614,008		$	70,020
Accounts receivable		1,459,961			312,246
Inventories		1,988,470			2,308,779
Amounts due from related parties		2,649,596			2,732,011
Short-term investments		6,277			44,444
Prepaid expenses and other current assets		1,457,012			551,889
Total current assets		8,175,324			6,019,389
Property and equipment, net		302,533			409,925
Intangible assets, net		1,112,712			30,651
Operating lease right-of-use assets, net		110,755			68,133
Long -term investments		1,569,218			-
Total Assets		11,270,542			6,528,098

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	863,240		$	1,311,679
Advances from customers		254,494			691,033
Other current payables		239,180			158,431
VAT payable		3,636,297			1,879,377
Taxes payable		1,420,096			617,639
Amounts due to related parties		2,591			19,550
Operating lease liabilities, current		24,575			39,600
Total current liabilities		6,440,473			4,717,309
Long-term loan		219,691			-
Operating lease liabilities, non-current		13,350			20,461
Other payables		43,988			-
Total liabilities		6,717,502			4,737,770

Commitments and contingencies		-			-

Equity:
Common stock (par value of $0.001 per share, 5,700,000 authorized and issued, as of December 31, 2021 and 2020, respectively)		5,700			5,700
Subscription receivable		(5,700	)		(5,700	)
Additional paid-in capital		1,036,811			-
Retained earnings		2,889,980			1,409,376
Accumulated other comprehensive income		154,063			92,843
Statutory reserve		291,599			123,477
Total LOBO EV Technologies LTD’s shareholders’ equity		4,372,453			1,625,696
Non-controlling interest		180,587			164,632
Total Equity		4,553,040			1,790,328

Total Liabilities and Equity	$	11,270,542		$	6,528,098

The accompanying notes are an integral part of these consolidated financial statements.

F-29

LOBO EV TECHNOLOGIES LTD

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(In U.S. dollars except for number of shares)

	For the years ended
	December 31,
	2021			2020
Revenues	$	14,128,459		$	9,227,994
Cost of revenues		11,197,314			7,753,054
Gross Profit		2,931,145			1,474,940

Operating expenses
Selling and marketing expenses		316,457			288,937
General and administrative expenses		324,702			332,577
Research and development expenses		53,139			36,757
Total operating expenses		694,298			658,271

Operating income		2,236,847			816,669

Other expenses (income)
Interest expense (income)		12,641			(320	)
Other (income) expense		(5,680	)		4,007
Total other expenses, net		6,961			3,687

Income before income tax expense		2,229,886			812,982
Income tax expense		568,005			205,257
Net Income		1,661,881			607,725

Net Income		1,661,881			607,725
Less: Net income attributable to non-controlling interest		(13,155	)		(38,197	)
Net income attributable to LOBO EV Technologies LTD		1,648,726			569,528

Net Income		1,661,881			607,725
Foreign currency translation adjustments		(61,220	)		(100,693	)
Foreign currency translation adjustments for non-controlling interest		(2,800	)		(6,607	)
Net income and other comprehensive income attributable to LOBO EV Technologies LTD	$	1,597,861		$	500,425

Net income per share, basic and diluted	$	0.29		$	0.11
Weighted average shares outstanding, basic and diluted		5,700,000			5,700,000

The accompanying notes are an integral part of these consolidated financial statements.

F-30

CONSOLIDATED STATEMENT OF EQUITY

(In U.S. dollars except for number of shares)

															Accumulated
								Additional							Other			Total
	Common Stock				Subscription			Paid In		Statutory		Retained			Comprehensive			Shareholders’		Non-controlling		Total
	Shares		Amount		Receivable			Capital		Reserve		Earnings			(Loss)/Income			Equity		Interest		Equity
Balance at, December 31, 2019		5,700,000	$	5,700	$	(5,700	)	$	-	$	66,524	$	896,801		$	(7,850	)	$	955,475	$	119,828	$	1,075,303
Net income		-		-		-			-				569,528			-			569,528		38,197		607,725
Appropriation of statutory reserve											56,953		(56,953	)					-				-
Foreign currency translation adjustments		-		-		-			-				-			100,693			100,693		6,607		107,300
Balance at, December 31, 2020		5,700,000		5,700		(5,700	)		-		123,477		1,409,376			92,843			1,625,696		164,632		1,790,328
Net income		-		-		-			-				1,648,726			-			1,648,726		13,155		1,661,881
Appropriation of statutory reserve											168,122		(168,122	)					-				-
Foreign currency translation adjustments		-		-		-			-				-			61,220			61,220		2,800		64,020
Capital contribution									1,036,811				-			-			1,036,811		-		1,036,811
Balance at, December 31,2021		5,700,000	$	5,700	$	(5,700	)	$	1,036,811	$	291,599	$	2,889,980		$	154,063		$	4,372,453	$	180,587	$	4,553,040

The accompanying notes are an integral part of these consolidated financial statements.

F-31

LOBO EV TECHNOLOGIES LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

(In U.S. dollars except for number of shares)

	For The years Ended
	Dec 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,661,881		$	607,725
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation and amortization		121,875			105,160
Gain on disposal of property and equipment		(3,168	)		-
Lease expense of operating lease right-of-use assets		111,826			181,643
Changes in Operating Assets and Liabilities
Accounts receivable		(1,126,425	)		(49,865	)
Inventories		370,970			(1,824,706	)
Prepaid expenses and other current assets		(842,358	)		(184,883	)
Accounts payable		(473,991	)		859,311
Advance from customers		(446,830	)		559,674
Other current payables		118,740			85,002
VAT payable		1,756,920			1,215,404
Taxes payable		712,439			232,570
Operating lease Liabilities		(175,608	)		(237,928	)
Net cash provided by operating activities		1,786,271			1,549,107

CASH FLOWS FROM INVESTING ACTIVITIES
Interest-free loan to related parties		(18,197,697	)		(8,851,300	)
Interest-free loan repaid by related parties		18,343,712			7,530,286
Proceeds from sale of property and equipment		23,321			-
Purchase of property and equipment		(10,974	)		(4,027	)
Purchase of intangible assets		(1,083,499	)		(28,968	)
Purchase of long-term investment		(1,550,195	)		-
Net cash used in investing activities		(2,475,332	)		(1,354,009	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of interest-free loan from related parties		2,559			56,427
Repayments of interest-free loan to related parties		(19,775	)		(402,616	)
Proceeds from long-term loan		217,027			-
Proceeds from additional paid in capital		1,036,811			-
Net cash provided by (used in) financing activities		1,236,622			(346,189	)

Effect of exchange rate changes on cash and cash equivalents		(3,573	)		5,643

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		543,988			(145,448	)
CASH AND CASH EQUIVALENTS, beginning of the year		70,020			215,468
CASH AND CASH EQUIVALENTS, end of the year	$	614,008		$	70,020

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	(568,005	)	$	(205,257	)
Interest	$	(12,641	)	$	-

NON-CASH TRANSACTIONS
Addition of right-of-use assets	$	149,217		$	10,028

The accompanying notes are an integral part of these consolidated financial statements.

F-32

LOBO EV TECHNOLOGIES LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Lobo EV Technologies Ltd. (“LOBO”) was incorporated as an exempted holding company under the laws of the British Virgin Islands on October 25, 2021. LOBO does not conduct any substantive operations on its own, but instead conducts its business operations through its wholly-owned subsidiary in the People’s Republic of China (the “PRC”) and the subsidiary of such entity. LOBO and its subsidiaries are hereinafter collectively referred to as “the Company”. LOBO is an innovative electric vehicles manufacturer and seller. LOBO designs, develops, manufactures and sells e-bicycles, e-mopeds, e-tricycles, and electric four-wheeled shuttles, through its indirectly wholly-owned subsidiaries, Jiangsu LOBO, Beijing LOBO, Guangzhou LOBO, Tianjin LOBO, Tianjin Bibosch and Wuxi Jinbang. LOBO also provides software solutions for automotive electronics, such as interactive multimedia software systems, multifunctional rear-view mirrors, and dash cams. As described below, LOBO, through a series of transactions which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiaries. Accordingly, these consolidated financial statements reflect the historical operations of the Company as if the current organization structure had been in existence throughout the periods presented.

Reorganization

LOBO is a holding company and had not commenced operations until the Reorganization was complete.

On March 1, 2023, the Company effected a one thousand-for-one subdivision of shares to shareholders, which increased the total number of authorized and issued ordinary shares of 50,000 to 50,000,000, and decreased the par value of ordinary shares from $1 to $0.001. Then the shareholders surrendered a pro-rata number of ordinary shares of 44,300,000 to the Company for no consideration and thereafter cancelled. Following the surrender, the issued and outstanding ordinary shares were 5,700,000 of par value of $0.001 per share. All share and per share data as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and 2020 are retroactively adjusted.

The consolidated financial statements reflect the activities of LOBO and each of the following entities:

			Percentage
	Date of	Place of	of effective			Principal
Name	Incorporation	incorporation	ownership			Activities
Wholly-owned subsidiaries
LOBO Holdings Ltd (LOBO HK)	November, 2021	HK		100	%	Investment holding company
Jiangsu LOBO Electric Vehicle Co. Ltd (Jiangsu LOBO)	November, 2021	PRC		100	%	WFOE, a holding company
Beijing LOBO Intelligent Machine Co., Ltd (Beijing LOBO)	August, 2014	PRC		100	%	Domestic sales and outsourcing special models of e-bicycles and off-highway four-wheeled electric shuttles
Tianjin LOBO Intelligent Robot Co., Ltd (Tianjin LOBO)	October，2021	PRC		100	%	Production of electric bicycles, urban tricycles and elderly scooters
Tianjin Bibosch Intelligent Technologies Co., Ltd (Tianjin Bibosch)	March，2022	PRC		100	%	Foreign sales of e-bicycles and off-highway four-wheeled electric shuttles
Guangzhou LOBO Intelligent Technologies Co. Ltd (Guangzhou LOBO)	May, 2019	PRC		100	%	Software development for automotive electronics
Wuxi Jinbang Electric Vehicle Manufacturing Co., Ltd (Wuxi Jinbang)	October，2002	PRC		85	%	Production of electric bicycles and electric mopeds

F-33

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	(a)	Basis of presentation and principles of consolidation

(b)

Use of estimates

(c)

Foreign Currency Translation

F-34

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(d)

Fair Value Measurement

ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, short-term investments, accounts receivable, amounts due from related parties, prepaid expenses and other current assets, amounts due to related parties, accounts payable, advances from customers, other current payables, VAT payable and taxes payable.

(e)

Cash and cash equivalents

(f)

Accounts receivable

F-35

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(g)

Inventories

(h)

Short-term investments

(i)

Deferred IPO costs

(j)

Property and equipment, net

Production line for e-bicycles			5-10 Years
Furniture, fixtures and office equipment			3-5 Years
Vehicles			4-10 Years

(k)

Intangible Assets

We purchase software from third parties and recorded the cost in intangible assets on the consolidated balance sheets.

F-36

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(l)

Capitalized Software Development Costs

Capitalized software costs are included in intangible assets on our consolidated balance sheets. As of December 31, 2021, the software development had not been completed. Once completed, the capitalized cost will be amortized on a straight-line basis when placed into service over the estimated useful lives of the software, which is typically three years. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Refer to Note 8 – Intangible Assets for additional information regarding our capitalized software development costs.

(m)

Impairment of Long-lived Assets

(n)

Long-term Investment

The Company’s long-term investment includes equity investment without readily determinable fair value.

F-37

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(o)

Value Added Tax

LOBO’s China subsidiaries are subject to value-added tax (“VAT”) for providing services and sales of products.

(p)

Revenue Recognition

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Revenue recognition policies are discussed as follows:

Revenue from sales of electric vehicles and accessories

F-38

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Revenue from sale of software development and design services

A separate revenue stream than sale of software above is when software is delivered and the third-party arranges the production and sales, the Company, as principal, charges a royalty fee per unit sold based on the sales volume generated by its third-party customers from their use of the software. The Company reconciles the royalty fees with its customers on a monthly basis, and recognizes royalty revenues at a point in time at month end.

Contract liabilities primarily consist of advances from customers. As of December 31, 2021 and 2020, the Company recognized advances from customers amounted to $254,494 and $691,033, respectively.

F-39

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(q)

Research and Development Expenses

Research and development (“R&D”) expenses are expensed as incurred. R&D costs are related to certain software research and development for internal use.

R&D expenses primarily consist of employee salary and benefit costs. R&D expenses were $53,139 and $36,757 for the years ended December 31, 2021 and 2020, respectively.

(r)

Income Taxes

F-40

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(s)

Non-controlling Interest

A non-controlling interest in a subsidiary of the Company represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Consolidated Balance Sheets, and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the Consolidated Statements of Operations and Comprehensive Income.

(t)

Segment Reporting

As the Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues and expenses are derived from within the PRC, no geographical segments are presented.

(u)

Net Income Per Share

(v)

Comprehensive Income

F-41

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

(w)

Commitments and Contingencies

(x)

Recent Accounting Standards

3.	REVENUES AND COST OF REVENUES

The following table identifies the disaggregation of the Company’s revenues for the years ended December 31, 2021 and 2020, respectively:

	2021		2020
Revenues
Electric vehicles and accessories sales	$	12,401,756	$	8,843,949

Software royalties		1,362,553		378,579
Software development and design services		364,150		5,466
Software royalties and development and design services subtotal		1,726,703		384,045

Total revenues accounted for under ASC Topic 606	$	14,128,459	$	9,227,994

Cost of electric vehicles and accessories revenues consist primarily of cost of products, labor cost, and other overhead expenses. Cost of Software development and design revenues consist primarily of raw material cost, outsourced development cost, and amortization cost of the intangible assets. The following table identifies the disaggregation of the Company’s cost of revenues for the years ended December 31, 2021 and 2020, respectively:

	2021		2020
Cost of revenues
Electric vehicles and accessories	$	10,594,606	$	7,552,768
Software royalties and development and design services		602,708		200,286
Total cost of revenues	$	11,197,314	$	7,753,054

4.	ACCOUNTS RECEIVABLE

As of December 31, 2021 and 2020, accounts receivable consisted of the following, and the Company determined that allowance for doubtful accounts were not necessary.

	As of December 31,
	2021		2020
Accounts receivable	$	1,459,961	$	312,246

5.	SHORT-TERM INVESTMENTS

As of December 31, 2021 and 2020, short-term investments consisted of the wealth management products totaled $6,277 and $44,444, respectively. Wealth management products are deposits in a financial institution with variable interest rates and not-guaranteed principal, and thus classified as available for sale. The wealth management products were purchased on March 24, 2020, April 29, 2020, and May 27, 2021, and carried at fair value. Wealth management products had duration of 30 years, during which the Company could redeem the wealth management product at its discretion. For the year ended December 31, 2021, and 2020, the weighted average interest rates of the short-term investments are 2.5% and 2.5%, respectively, and the Company concluded that the gain or loss from the changes in fair values is immaterial to be recognized in accumulated other comprehensive income.

F-42

6.	INVENTORIES

As of December 31, 2021 and 2020, inventories consisted of the following:

	As of
	December 31,
	2021		2020
Finished goods⁽¹⁾	$	1,680,273	$	876,267
Raw materials⁽²⁾		176,539		944,585
Work-in-process⁽³⁾		88,478		-
Others⁽⁴⁾		43,180		487,927
Total Inventory	$	1,988,470	$	2,308,779

(1)	Finished goods includes electric vehicles and accessories.

(2)	Raw materials mainly include parts, and battery cells.

(3)	Work-in-process includes cost incurred to build prototypes with customized software.

(4)	Others includes low-value consumption goods and goods shipped in transit.

There were no write-downs recognized for the inventories for the years ended December 31, 2021 and 2020.

7.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2021 and 2020, prepaid expenses and other current assets consisted of the following:

	As of
	December 31,
	2021		2020
Prepayment to vendors	$	1,136,685	$	382,167
Deferred IPO Costs⁽¹⁾		73,034		-
Advances to employees⁽²⁾		103,456		126,676
Others⁽³⁾		143,837		43,046
Prepaid expenses and other current assets	$	1,457,012	$	551,889

(1)

The balance represented the incremental costs incurred for the Company’s initial public offering (“IPO”), which will be deducted from the proceeds of the IPO upon the completion of the IPO.

(2)

The balance primarily represented a $78,493 (RMB 500,000) that Wuxi Jinbang, the Company’s subsidiary, has advanced to one of its non-director/officer employees. The advance is interest-free, and due by December 31, 2022.

(3)

The balance primarily represented a deductible VAT input tax of $97,128 and $16,073, and a deposit of $46,709 and $26,973, as of December 31, 2021 and 2020, respectively.

F-43

8.	PROPERTY AND EQUIPMENT, NET

As of December 31, 2021 and 2020, property and equipment, net consisted of the following:

	As of
	December 31,
	2021		2020
Production line for e-bicycles	$	600,697	$	586,667
Furniture, fixtures and office equipment		162,214		147,576
Vehicles		87,432		155,105
		850,343		889,348
Less: accumulated depreciation		547,810		479,423
Property and equipment, net	$	302,533	$	409,925

For the years ended December 31, 2021 and 2020, depreciation expense amounted to $106,408 and $105,160, respectively. For the years ended December 31, 2021 and 2020, the Company disposed its property and equipment, with proceeds of $23,321 and $0, and recognized gain from disposal of property and equipment of $3,168 and $0 in the Consolidated Statements of Operations and Comprehensive Income, respectively.

9.	INTANGIBLE ASSETS, NET

As of December 31, 2021, intangibles, net consisted of the following:

	As of			As of
	December 31, 2021			December 31, 2020
Purchased software	$	712,153		$	-
Capitalized software development costs		416,026			30,651
		1,128,179			30,651
Less: accumulated amortization		(15,467	)		-
Intangible assets, net	$	1,112,712		$	30,651

The capitalized software for internal use had not been completed, thus the Company has not started amortization of the capitalized software costs for internal use as of December 31, 2021. The amortization expense for the year ended December 31, 2021 represented the amortization expense of the purchased software.

For the years ended December 31, 2021 and 2020, amortization expense amounted to $15,467 and $0. The Company did not recognize impairment loss for the years ended December 31, 2021 and 2020.

The following summarizes total future amortization expenses of the purchased software at December 31, 2021:

Year ending December 31,
2022	$	136,844
2023		273,839
2024		265,923
2025		178,850
2026 and after		257,256
Total future amortization expense	$	1,112,712

F-44

10.

LONG-TERM INVESTMENTS

In June 2021, the Company’s subsidiary, Beijing LOBO, invested $1,569,218 (RMB 10,000,000) and held 48.17% equity of an unrelated limited partnership. Beijing LOBO is a limited partner that only bears legal responsibilities limited to the investment amount, and does not execute partnership affairs, nor represent the limited partnership externally. The investee company is not public ly listed, and a quoted market price is not available.

11.

ADVANCES FROM CUSTOMERS

Advances from customers are contract liabilities that represent the Company’s obligation to transfer goods or services to customers for which the Company has received prepayments from the customers. As of December 31, 2021 and 2020, the Company recorded advances from customers that amounted to $254,494 and $691,033, respectively.

12.

TAXES PAYABLE

As of December 31, 2021 and 2020, taxes payable consisted of the following:

	As of
	December 31,
	2021		2020
Income tax payable		1,055,780		469,582
Other tax payable		364,316		148,057
Total taxes payable	$	1,420,096	$	617,639

13.

OPERATING LEASE LIABILITIES AND RIGHT OF USE ASSETS

Operating Leases

As of January 1, 2019, the Company adopted the provisions of ASC Topic 842 using the modified retrospective method. In adopting ASC Topic 842, Leases (Topic 842), the Company elected the ‘package of practical expedients’, which permitted it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. The discount rate utilized in such present value calculation was 4.75% based on an estimate of the Company’s incremental borrowing rate.

Subsequent to January 1, 2019 and through December 31, 2021, the Company entered into multiple operating leases for new offices and facility spaces in China. The Company measured and recorded right of use assets and corresponding operating lease liabilities at the lease commencement dates.

The Company has made operating lease payments in the amount of $177,293 and $251,755 during the years ended December 31, 2021 and 2020. Rent expense charged to operations, which differs from rent paid due to rent credits and to increasing amounts of base rent, is calculated by allocating total rental payments on a straight-line basis over the term of the lease. For the year ended December 31, 2021, and 2020, the Company incurred operating lease expense amounted to $111,826, and $181,643, respectively.

Operating lease liabilities at December 31, 2021, and 2020, consist of:

	December 31,
	2021		2020
Current portion		24,575		39,600
Long term portion		13,350		20,461
Total operating lease liabilities	$	37,925	$	60,061

F-45

The following summarizes total future minimum operating lease payments at December 31, 2021:

Year ending December 31,
2022	$	28,627
2023		7,965
2024		6,638
2025		-
2026		-
Total minimum lease payments		43,230
Less: present value discount		(5,305	)
Present value of minimum lease payments	$	37,925

As of December 31, 2021 and 2020, the weighted average discount rate for these leases is 4.75% and 4.75%, and the weighted average remaining term is 15 months and 17 months, respectively.

14.

LONG-TERM LOAN

On April 21, 2021, the Company’s subsidiary, Wuxi Jinbang entered into a loan agreement of $219,691 (RMB1,400,000) with Jiangsu Changjiang Commercial Bank with an annual interest rate of 8.40% and maturity date of April 20, 2027. The Company will pay an interest monthly, and the principal balance at maturity. The loan is secured by certain real estate assets owned by Xing Xia, Deputy General Manager and 15% shareholder of Wuxi Jinbang, and his wife, Qiuhua Rong, and guaranteed by Xing Xia, Qiuhua Rong, and Zhiqiang Xu, a former shareholder of Wuxi Jinbang. The Company also incurred other small amounts of interest expense during the normal course of conducting its business.

For the years ended December 31, 2021, and 2020, the Company recorded interest expenses of $12,641, and interest income of $320, respectively.

15.

RELATED PARTY TRANSACTIONS AND BALANCES

The following is a list of related parties which the Company had transactions with during the years ended December 31, 2021 and 2020:

	Name	Relationship
(a)	Jiancong Cai	Deputy General Manager/10% shareholder of the Company
(b)	Huiyan Xie	10% shareholder of the Company
(c)	Huajian Xu	CEO of the Company
(d)	Xing Xia	Deputy General Manager/15% shareholder of Wuxi Jinbang
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.	Xia Xing(d) holds 49% of the Company’s shares and serves as a supervisor.
(f)	Pingyi Xu	Xu Huajian’s son
(g)	Linhui He	Cai Jiancong (a)’s wife
(h)	Tianjin Dilang Technology Co., Ltd.	Xie Huiyan(b) holds 20% of the Company’s shares, serves as the Company’s executive director and manager, and is the Company’s legal representative; Changzhou Yizhiying Internet of Things Technology Co., Ltd., which is 100% owned by Jiangsu Yidianxing Electric Technology Co., Ltd., holds 80% of the Company’s shares.
(i)	Wealthford Capital Ltd.	57.88% shareholder of the Company
(j)	Hangzhou Zhiyi Digital Technology Co., Ltd.	Xu Pingyi(f) holds 90% of the Company’s shares and serves as a supervisor. Xu Huajian(c) holds 10% of the Company’s shares.

F-46

Amounts due from related parties

As of December 31, 2021 and 2020, amounts due from related parties, consisted of the following:

		December 31, 2020		Provided		Received Repayment			Exchange Rate Translation		December 31, 2021
Amounts due from related parties
(a)	Jiancong Cai	$	-	$	331,471	$	(174,520	)	$	1,926	$	158,877
(b)	Huiyan Xie		610,058		13,834,408		(13,324,865	)		20,842		1,140,443
(c)	Huajian Xu		70,269		-		(4,561	)		1,680		67,388
(d)	Xing Xia		2,018,513		3,718,728		(4,493,123	)		38,770		1,282,888
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		33,171		313,090		(346,643	)		382		-
Total amounts due from related parties		$	2,732,011	$	18,197,697	$	(18,343,712	)	$	63,600	$	2,649,596

		December 31, 2019		Provided		Received Repayment			Exchange Rate Translation		December 31, 2020
Amounts due from related parties
(b)	Huiyan Xie	$	20,698	$	6,108,447	$	(5,552,765	)	$	33,678	$	610,058
(c)	Huajian Xu		-		66,409		-			3,860		70,269
(d)	Xing Xia		1,207,345		2,667,754		(1,977,521	)		120,935		2,018,513
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.		22,471		8,690		-			2,010		33,171
Total amounts due from related parties		$	1,250,514	$	8,851,300	$	(7,530,286	)	$	160,483	$	2,732,011

Amounts due to Related Parties

As of December 31, 2021 and 2020, amounts due to related parties consisted of the following:

		December 31, 2020		Borrowed		Repaid			Exchange Rate Translation		December 31, 2021
Amounts due to related parties
(a)	Jiancong Cai	$	12,322	$	-	$	(12,464	)	$	142	$	-
(f)	Pingyi Xu		4,409		-		(4,460	)		51		-
(g)	Linhui He		2,819		2,559		(2,851	)		64		2,591
Total amounts due to related parties		$	19,550	$	2,559	$	(19,775	)	$	257	$	2,591

		December 31, 2019		Borrowed		Repaid			Exchange Rate Translation		December 31, 2020
Amounts due to related parties
(c)	Huajian Xu	$	305,237	$	-	$	(307,784	)	$	2,547	$	-
(a)	Jiancong Cai		5,688		35,735		(29,825	)		724		12,322
(f)	Pingyi Xu		-		4,167		-			242		4,409
(g)	Linhui He		50,723		16,525		(65,007	)		578		2,819
Total amounts due to related parties		$	361,648	$	56,427	$	(402,616	)	$	4,091	$	19,550

The balances represented interest-free loans payable to shareholders.

Related party transactions

Other than the interest free loans due to and due from shareholders, for which the balances are disclosed above, for the years ended December 31, 2021 and 2020, the Company had the following material related party transactions:

			For the years ended
			December 31,
	Related Parties	Nature	2021		2020
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.	sale of products	$	19,343	$	7,691

			For the years ended
			December 31,
	Related Parties	Nature	2021		2020
(e)	Jiangsu Zhihe New Energy Technology Co., Ltd.	Purchase of products	$	212,415	$	-
(j)	Hangzhou Zhiyi Digital Technology Co., Ltd.	Purchase of software development services	$	27,904	$	-

F-47

16.

INCOME TAXES

BVI

Hong Kong

On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%. The Company’s Hong Kong subsidiaries did not have assessable profits that were derived in Hong Kong for the years ended December 31, 2021 and 2020. Therefore, no Hong Kong profit tax has been provided for the years ended December 31, 2021 and 2020.

PRC

The Company’s PRC subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.

The components of the income tax provision are:

	For the years ended
	December 31,
	2021		2020
Current	$	568,005	$	205,257
Deferred		-		-
Total income tax provision	$	568,005	$	205,257

The income tax provision is included in our consolidated statement of operations and comprehensive income.

The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:

	For the years ended
	December 31,
	2021			2020
Net income before provision for income taxes	$	2,229,885		$	812,982
PRC statutory tax rate		25	%		25	%
Income tax at statutory tax rate		557,471			203,246

Expenses not deductible for tax purpose		10,534			2,012
Effect on valuation allowance		-			-
Income tax expense	$	568,005		$	205,257
Effective tax rates		25	%		25	%

F-48

As of December 31, 2021 and 2020, the Company had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.

As of December 31, 2021 and 2020, there was no tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset and liability.

As of December 31, 2021 and 2020, there was no net operating loss carried forward.

Accounting for uncertainty tax position

The Company did not identify significant unrecognized tax benefits for the years ended December 31, 2021, and 2020. The Company did not incur any interest and penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2017 to 2021 of the Company’s PRC subsidiaries remain open to examination by the taxing jurisdictions. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

17.

EQUITY

(a) Common stock and Additional Paid In Capital

The Company was established under the laws of the British Virgin Islands on October 25, 2021. The authorized number of Ordinary Shares was 5,700,000 with par value of $0.001 per share. As of December 31, 2021, the Company’s shareholders have not funded the capital of the Ordinary Shares in British Virgin Islands and recorded subscription receivable as of December 31, 2021. The Company’s shareholders have funded the capital in British Virgin Islands in October and November, 2022.

During the years ended December 31, 2021 and 2020, Jiangsu LOBO received capital contributions of $1,036,811 and $0, respectively, from its shareholders, which were recorded as additional paid in capital, and thus, for the years ended December 31, 2021 and 2020, the Company’s additional paid-in capital was $1,036,811 and $0, respectively, at the consolidated level.

On March 1, 2023, the Company effected a one thousand-for-one subdivision of shares to shareholders, which increased the total number of authorized and issued ordinary shares of 50,000 to 50,000,000, and decreased the par value of ordinary shares from $1 to $0.001. Then the shareholders surrendered a pro-rata number of ordinary shares of 44,300,000 to the Company for no consideration and thereafter cancelled. Following the surrender, the issued and outstanding ordinary shares were 5,700,000 of par value of $0.001 per share. All share and per share data as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and 2020 are presented on a retroactive basis.

(b) Subscription receivable

As of December 31, 2021 and 2020, subscription receivable represented the unfunded capital for the 5,700,000 Ordinary Shares of common stock issued by the Company. The Company’s shareholders have funded the capital in British Virgin Islands in October and November, 2022.

(c) Statutory Reserve

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Net income after taxation can be made up for the cumulative prior years’ losses, if any before allocated to the “Statutory reserve”. Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors of the Company. As of December 31, 2021 and 2020, statutory reserve provided were $291,599 and $123,477, respectively.

F-49

(d) Non-controlling interest

As of December 31, 2021 and 2020, the Company’s non-controlling interest represented 15% equity interest of Wuxi Jinbang, which was established October, 2002.

18.

SEGMENT REPORTING

The Company has determined that it operates in two operating segments: (1) electric vehicles and accessories sales, and (2) software royalties and development and design services.

The Company’s CODM, chief executive officer, measures the performance of each segment based on metrics of revenue and profit before taxes from operations and uses these results to evaluate the performance of, and to allocate resources to each of the segments. As most of the Company’s long-lived assets are located in the PRC and most of the Company’s revenues are derived from the PRC, no geographical information is presented. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.

The following tables present the summary of each reportable segment’s revenue and income, which is considered as a segment operating performance measure, for the years ended December 31, 2021, and 2020:

	Year ended December 31, 2021
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	6,551,666		$	1,623,658		$	8,175,324
Non-current assets		2,385,626			709,592			3,095,218
Revenues		12,401,756			1,726,703			14,128,459
Depreciation and amortization		112,369			9,506			121,875
Segment income before tax		1,143,644			1,086,242			2,229,886
Segment gross profit margin		15	%		65	%		21	%
Net income	$	857,928		$	803,953		$	1,661,881

	Year ended December 31, 2020
	Electric vehicles and accessories sales			Software royalties and development and design services
	Segment			Segment			Consolidated
Current assets	$	5,670,974		$	348,415		$	6,019,389
Non-current assets		460,865			47,844			508,709
Revenues		8,843,949			384,045			9,227,994
Depreciation and amortization		104,470			690			105,160
Segment income before tax		743,990			68,992			812,982
Segment gross profit margin		15	%		48	%		16	%
Net income	$	556,386		$	51,339		$	607,725

F-50

19.

CONCENTRATIONS

Concentrations of Credit Risk

As of December 31, 2021 and 2020, cash and cash equivalents balances in the PRC are $614,008 and $70,020, respectively, which were primarily deposited in financial institutions located in Mainland China. Each bank account is insured by The People’s Bank of China (the central bank of China) with the maximum limit of RMB500,000 (equivalent to $70,692). To limit exposure to credit risk relating to deposits, the Company primarily places cash and cash equivalent deposits with large financial institutions in China which management believes are of high credit quality and management also continually monitors the financial institutions’ credit worthiness.

Concentrations of Customers

The following table sets forth information as to each customer that accounted for 10% or more of total accounts receivable as of December 31, 2021 and 2020:

	As of					As of
	December 31,					December 31,
	2021					2020
Customer			% of					% of
	Amount		Total			Amount		Total
A	$	1,059,937		72.60	%	$	265,824		85.13	%

The following table sets forth information as to each customer that accounted for 10% or more of total revenue for the years ended December 31, 2021, 2020.

	Year ended December 31, 2021				Year ended December 31, 2020
Customer		Amount	% of Total			Amount	% of Total
A	$	1,466,360	10.54	%	$	*	*
B		1,431,645	10.29	%		*	*
Total	$	2,898,005	20.82	%		*	*

The following table sets forth information as to each supplier that accounted for 10% or more of total accounts payable for the years ended December 31, 2021 and 2020.

	As of					As of
	December 31,					December 31,
	2021					2020
Suppliers			% of					% of
	Amount		Total			Amount		Total
A	$	549,226		63.62	%	$	*		*
B		*		*			376,390		28.70	%
C		*		*			132,403		10.09	%
Total	$	549,226		63.62	%		508,794		38.79	%

*	represented the percentage below 10%

F-51

There is no customer that accounted for 10% or more of total revenue during the year ended December 31, 2020.

There is no supplier that accounted for 10% or more of total purchase during the year ended December 31, 2021 and 2020.

20.

SUBSEQUENT EVENTS

In March 2022, the Company incorporated a wholly-owned subsidiary, Tianjin Bibosch Intelligent Technologies Co., Ltd (“Tianjin Bibosch”) in Tianjin, China to sell e-bicycles and other kind of electric vehicles in foreign markets.

On June 25, 2022, the Company signed a private equity fund transfer agreement with a third party to sell and transfer all the 48.17% equity investment held in an unrelated limited partnership for proceeds of RMB 10.1 million ($1,509,600).

As of September 7, 2022, all of the Company’s PRC resident shareholders have completed the registration of Circular 37.

On March 1, 2023, the Company effected a one thousand-for-one subdivision of shares to shareholders, which increased the total number of authorized and issued ordinary shares of 50,000 to 50,000,000, and decreased the par value of ordinary shares from $1 to $0.001. Then the shareholders surrendered a pro-rata number of ordinary shares of 44,300,000 to the Company for no consideration and thereafter cancelled. Following the surrender, the issued and outstanding ordinary shares were 5,700,000 of par value of $0.001 per share. All share and per share data as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and 2020 are presented on a retroactive basis.

21.

CONDENSED PARENT ONLY FINANCIAL STATEMENTS

The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the restriction of paid-in capital, additional paid-in capital and statutory surplus reserves of the Company under PRC laws and regulations.

The condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements. Please refer to the consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.

F-52

LOBO EV TECHNOLOGIES LTD

(Parent Company Only)

CONDENSED BALANCE SHEETS

(IN U.S. DOLLARS)

	As of
	December 31,
	2021			2020
Assets
Investment in subsidiaries	$	4,372,453		$	1,625,696
Total Assets		4,372,453			1,625,696

Liabilities and Shareholders’ Equity
Shareholders’ equity:
Common stock (par value of $0.001 per share, 5,700,000 authorized and issued, as of December 31, 2021 and 2020, respectively)		5,700			5,700
Subscription receivable		(5,700	)		(5,700	)
Additional paid-in capital		1,036,811			-
Retained earnings		2,889,980			1,409,376
Accumulated other comprehensive income		154,063			92,843
Statutory reserve		291,599			123,477
Equity attributable to LOBO EV Technologies LTD’s shareholders	$	4,372,453		$	1,625,696
Total shareholders’ equity		4,372,453			1,625,696
Total Liabilities and Shareholders’ Equity		4,372,453			1,625,696

F-53

LOBO EV TECHNOLOGIES LTD

(Parent Company Only)

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

(IN U.S. DOLLARS)

	For the years ended
	December 31,
	2021			2020
Revenues	$	-		$	-
Cost of revenues		-			-
Gross Profit		-			-

Operating expenses
Selling and marketing expenses		-			-
General and administrative expenses		-			-
Research and development expenses		-			-
Total operating expenses		-			-

Operating income		-			-

Other expenses (income)
Interest expense (income)		-			-
Other (income) expense		-			-
Total other expenses, net		-			-
Income before income tax expense		-			-
Income tax expense		-			-
Equity income of subsidiaries		1,648,726			569,528
Net Income	$	1,648,726		$	569,528

Other comprehensive income (loss):
Foreign currency translation adjustments		(61,220	)		(100,693	)
Total comprehensive income	$	1,587,506		$	468,835

F-54

LOBO EV TECHNOLOGIES LTD

(Parent Company Only)

CONDENSED STATEMENT OF CASH FLOWS

(IN U.S. DOLLARS)

	For The years Ended
	December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,648,726		$	569,528
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Equity income of subsidiaries		(1,648,726	)		(569,528	)
Net cash provided by (used in) operating activities		-			-

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		-			-

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		-			-
CASH AND CASH EQUIVALENTS, beginning of period		-			-
CASH AND CASH EQUIVALENTS, end of period	$	-		$	-

Dividends

The Company through its PRC subsidiaries paid cash dividends of nil and nil to its shareholders for the years ended December 31, 2021 and 2020, respectively.

F-55

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

BVI 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 BVI High Court to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Our memorandum and articles of association provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the BVI or elsewhere.

Pursuant to the form of indemnification agreements will be filed as Exhibit 10.1 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.

The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters of us and our directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (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 SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

In October 2021, we issued 50,000 Ordinary Shares to the following initial shareholders at par value ($1 per share), for total consideration of $50,000. The shares were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act. No underwriters were involved in these issuances of Ordinary Shares.

Name	Number of Ordinary Shares
Wealthford Capital Ltd.		28,940
Huiyan Xie		5,000
Jiancong Cai		5,000
Haoyu Xiong		2,495
Yasong Yao		1,750
Lingping Mo		1,750
Yunmei Wang		1,520
Cheukyin Tai		1,000
Yibing Zhu		525
Peter Yaugh Chen		500
Bowen Yuan		500
Yuntao Liu		260
Zisheng Zhong		260
Yiyong Zhu		250
Xiaohong Zhong		250

In March 2023, our initial shareholders approved a reorganization of our ordinary shares by way of a sub-division and subsequent surrender of certain of our Ordinary Shares such that the authorized share of the company has been increased to 50,000,000 ordinary shares of $0.001 par value each, resulting in an aggregate of 5,700,000 Ordinary Shares outstanding.

The foregoing issuances were exempt from registration under the Securities Act since they were transactions not involving a public offering. No underwriters were involved in these issuances of Ordinary Shares. Other than disclosed herein, we did not issue any securities in the past three years.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

See Exhibit Index of this registration statement.

EXHIBIT INDEX

Exhibit No.		Description of document
1.1*		Form of Underwriting Agreement
3.1		Memorandum and Articles of Association of the Registrant
3.2		Form of Amended and Restated Memorandum and Articles of Association (to be effective in connection with the completion of this offering)
4.1*		Form of Underwriter Warrant
5.1*		Opinion of Ogier regarding the validity of ordinary shares being registered
5.2*		Opinion of Loeb & Loeb LLP regarding the validity of the Underwriter’s Warrants being registered
10.1		Form of Indemnification Agreement
10.2		Translation of House Lease Contract dated January 5, 2022 entered by and between Guangzhou New Technology Institute and Guangzhou LOBO
10.3		Translation of Leasing Contract entered by Tianjin Junli Electric Vehicle Co., Ltd. and Beijing LOBO
10.4		Translation of House Lease Contract entered by Beijing Chuangfu Spring Business Service Co., Ltd. and Beijing LOBO
10.5		Translation of Office Building Lease Contact dated March 30, 2022, entered by Tianjin Youdatong Operation Management Co., Ltd and Tianjin Bibosch
10.6		Translation of Plant Lease Contract dated December 20, 2021 entered by Tianjin Youdatong Operation Management Co., Ltd. and Tianjin Bibosch
10.7		Translation of Office Building Lease Contract entered by Tianjin Youdatong Operation Management Co., Ltd. and Tianjin LOBO
10.8		Translation of Lease Contact entered by Wuxi Software Industry Development Co., Ltd. and Jiangsu LOBO
10.9		Translation of House Lease Contact entered by Sichuan Yuanxing Rubber Co., Ltd. and Wuxi Jinbang
10.10		Form of Employment Agreement
10.11		Form of Independent Director Agreement
21.1		List of Subsidiaries of the Registrant
23.1		Consent of TPS Thayer, LLC
23.2*		Consent of Ogier (included in Exhibits 5.1)
23.3**		Consent of DeHeng Law Offices (included in Exhibit 99.2)
23.4*		Consent of Loeb & Loeb LLP (included in Exhibit 5.2)
24.1**		Power of Attorney (included in signature page hereto)
99.1*		Code of Business Conduct and Ethics
99.2**		Opinion of DeHeng Law Offices
99.3		Director Nominee Consent of Zhaohui Randall Xu
99.4		Director Nominee Consent of David Sean Champ
99.5		Director Nominee Consent of Harry D. Schulman
99.6		Consent of Beijing Bo Yan Zhishang Information Advise Co., Ltd.
99.7		Request for Waiver and Representation under Item 8.A.4 of Form 20-F
99.8		Form of Charter of the Audit Committee Charter
99.9		Form of Charter of the Nominating and Corporate Governance
99.10		Form of Charter of the Compensation Committee
107**		Filing Fee Table

*	To be filed by Amendment.
**	Previously filed.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

(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.

(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(5) That, 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.

(6) 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.

(7) That, for the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed by the registrant 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wuxi, China, on March 20, 2023.

	LOBO EV TECHNOLOGIES LTD.

	By:	/s/ Huajian Xu
	Name:	Huajian Xu
	Title:	Chief Executive Officer

Signature	Title	Date

/s/ Huajian Xu	Chairman and Chief Executive Officer	March 20, 2023
Huajian Xu	(Principal Executive Officer)

*	Chief Financial Officer	March 20, 2023
Tong Zhu	(Principal Financial and Accounting Officer)

*	Chief Operating Officer	March 20, 2023
Jiancong Cai

*By:	/s/ Huajian Xu
	Name: Huajian Xu
	Attorney-in-fact

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lobo EV Technologies Ltd. has signed this registration statement or amendment thereto in Newark, Delaware on March 20, 2023.

	Authorized U.S. Representative

	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

II-4

EX-3.1 2 ex3-1.htm

Exhibit 3.1

Business Company No: 2079681

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

Incorporated the 25th day of October 2021

(Adopted by Director’s Resolutions passed on 1 March 2023 and filed on 1 March 2023)

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

A COMPANY LIMITED BY SHARES

(Adopted by Director’s Resolutions passed on 1 March 2023 and filed on 1 March 2023)

NAME

1.1	The name of the Company is Lobo EV Technologies Ltd. The company has a foreign character name in Chinese and such Chinese name is (萝贝电动车科技有限公司).

1.2	The full name of the Company (and its foreign character name, if applicable) shall be clearly stated in every:

(a)

written communication sent by, or on behalf of, the Company; and

(b)

document issued or signed by, or on behalf of, the Company that evidences or creates a legal obligation of the Company.

1.3	The Company may from time to time change the Company’s name (or foreign character name, if applicable) by Resolution of Directors or Resolution of Members.

2	STATUS

2.1	The Company is a company limited by shares.

2.2	The Company is a legal entity in its own right separate from its Members and continues in existence until it is dissolved.

3	LIABILITY OF MEMBERS

3.1	The liability of each Member is limited to:

	(a)	the amount from time to time unpaid on that Member’s Shares;
	(b)	any liability expressly provided for in this Memorandum or the Articles; and
	(c)	any liability to repay a Distribution pursuant to the Act.

4	REGISTERED OFFICE

The first registered office of the Company will be situated at the offices of Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands. Thereafter, the Registered Office will be situated at such other place within the British Virgin Islands as the Directors or Members may from time to time determine by a Resolution of Directors or a Resolution of Members.

5	REGISTERED AGENT

The first registered agent of the Company will be Tricor Services (BVI) Limited of 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands. Thereafter, the Registered Agent will be such other Eligible Person entitled to act as a registered agent in the British Virgin Islands as the Directors or Members may from time to time determine by a Resolution of Directors or a Resolution of Members.

6	CAPACITY AND POWERS

6.1	Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

	(a)	full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
	(b)	for the purposes of paragraph 6.1(a), full rights, powers and privileges.

6.2	For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

7	NUMBER AND CLASSES OF SHARES

7.1	The Company is authorised to issue a maximum of 50,000,000 Shares of a single class with a par value of USD0.001 each.

7.2	The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.

7.3	The Company may issue a class of Shares in one or more series. The division of a class of Shares into one or more series and the designation to be made to each series shall be determined by the Directors from time to time by a Resolution of Directors.

8	RIGHTS CONFERRED BY SHARES

8.1	Each Share confers upon the holder thereof, the right to:

	(a)	one vote at a Members Meeting or on any Resolution of Members;
	(b)	an equal share in any dividend paid by the Company; and
	(c)	an equal share in the Distribution of the surplus assets of the Company on its liquidation.

8.2	The Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares, subject to the Articles.

9	VARIATION OF RIGHTS

9.1	The rights conferred upon the holders of the Shares of any class may only be varied, whether or not the Company is in liquidation, either by a resolution:

	(a)	approved at a Members Meeting by the affirmative vote of a Majority of the votes of the Shares of the class being varied and entitled to vote, which were present at the Members Meeting (in person or by their duly appointed Proxy) and were voted; or

	(b)	consented to in writing by a Majority of the votes of the Shares of the class being varied and entitled to vote, without the need for any notice, and may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more Members.

9.2	The rights conferred upon the holders of the Shares of any class issued with preferred or other rights 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 therewith.

10	REGISTERED SHARES

10.1	The Company shall issue registered shares only.

10.2	The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

11	TRANSFER OF SHARES

The Company shall, on receipt of an instrument of transfer complying with Sub-Regulation 5 of the Articles, enter the name of the transferee of a Share in the Register of Members unless the Directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.

12	AMENDMENT OF MEMORANDUM AND ARTICLES

12.1	Subject to Clause 9, the Company may amend this Memorandum and/or the Articles by Resolution of Directors or Resolution of Members, save that no amendment may be made by a Resolution of Directors:

	(a)	to restrict the rights or powers of the Members to amend this Memorandum and/or the Articles; or
	(b)	to change the percentage of Members required to pass a Resolution of Members to amend this Memorandum and/or the Articles; or
	(c)	in circumstances where this Memorandum and/or the Articles may only be amended by the Members; or
	(d)	to Clause 8, Clause 9 or this Clause 12.

12.2	Any amendment to this Memorandum or the Articles will take effect from the date the notice of amendment, or restated memorandum and articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.

13	DEFINITIONS AND INTERPRETATION

13.1	In this Memorandum and the Articles, except where the context requires otherwise, the following words and expressions shall have the following meanings:

Acquire	to purchase, redeem or otherwise acquire (and “Acquisition” and “Acquired” shall be construed accordingly);

Act	the BVI Business Companies Act, 2004 (as amended from time to time) and includes the BVI Business Companies Regulations 2012 and any other regulations made under the Act from time to time;

Agent	an Eligible Person (including a Director) appointed as an agent of the Company;

Alternate Director	a Director or an Eligible Person whose name is entered in the Register of Directors as an alternate for a Director;

Appointing Director	a Director who has appointed an Alternate Director;

Articles	the Company’s articles of association, attached to this Memorandum, as amended from time to time;

Board Chair	a Director who has been appointed as the chairperson of a Directors Meeting;

Business Days	a day (other than Saturday or Sunday) on which banks are open for general business in the British Virgin Islands;

Charge	any mortgage, charge or other form of security over a Share (and “Charged” shall be construed accordingly);

Charged Shares	has the meaning ascribed to it in Sub-Regulation 7.1;

Chargee	any Eligible Person to whom a Charge has been granted or any nominee of that Eligible Person;

Committee	a committee of Directors, each consisting of one or more Directors;

Committee Meeting	a duly convened and constituted meeting of the Committee Members;

Committee Member	a member of a Committee;

Company Records	means the:

		(a)	Registers;

		(b)	Minute Book; and

		(c)	Records and Documentation;

Controller	an individual that is the sole Member and sole Director;

Director	an Eligible Person whose name is entered in the Register of Directors as a director of the Company;

Directors Meeting	a duly convened and constituted meeting of Directors;

Distribution	in relation to a distribution by the Company means:

		(a)	the direct or indirect transfer of an asset, other than the Company’s own Shares, to or for the benefit of a Member; or

		(b)	the incurring of a debt to or for the benefit of a Member, in relation to Shares held by that Member, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend;

Electronic Transactions Act	the Electronic Transactions Act, 2001 (as amended from time to time);

Eligible Person	individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

Insolvency Act	the Insolvency Act, 2003 (as amended from time to time);

Majority	means in excess of fifty (50) per cent.;

Member	an Eligible Person whose name is entered in the Register of Members as the holder of one or more Shares or fractional Shares;

Members Chair	the chairperson of a Members Meeting who shall be the Board Chair, however:

		(a)	if there is no Board Chair or if they are not present at the Members Meeting, the Members present shall choose one of their Member to be the Members Chair; and

		(b)	if the Members are unable to choose a Members Chair for any reason, then the person representing the greatest number of voting Shares present in person or by Proxy at the Members Meeting shall preside as Members Chair,

failing which the oldest individual Member or representative of a Member present at the Members Meeting shall be the Members Chair;

Members Meeting	a duly convened and constituted meeting of Members;

Memorandum	this, the Company’s memorandum of association, as amended from time to time;

Minute Book	means the minutes and/or written resolutions (as applicable) of all:

		(a)	Resolutions of Members and of classes of Members; and

		(b)	Resolutions of Directors and of Committees;

MLAT	the Mutual Legal Assistance (Tax Matters) (Amendment) Act, 2012 (as amended from time to time);

Officer	an Eligible Person appointed as an officer of the Company;

Parent	has the meaning defined in the Act;

Prohibited Powers	any of the following powers to:

		(a)	amend this Memorandum or the Articles;

		(b)	designate a Committee;

		(c)	delegate powers to a Committee;

		(d)	appoint or remove Directors;

		(e)	appoint or remove an Agent;

		(f)	approve a plan or merger, consolidation or arrangement;

		(g)	make a declaration of solvency or to approve a liquidation plan; and/or

		(h)	make a determination that the Company will, immediately after a proposed Distribution, satisfy the Solvency Test;

Proxy	an Eligible Person who has been duly appointed by a Member (in accordance with the Act and Regulation 12) to be its proxy at a Members Meeting;

Records and Documents	has the meaning ascribed to it in Sub-Regulation 29;

Register of Charges	a register of charges that the Company maintains at its Registered Office, which contains details of each charge it has created over its assets;

Register of Directors	the Company’s register of Directors, maintained in accordance with the Act;

Register of Members	the Company’s register of Members, maintained in accordance with the Act;

Registered Agent	the Company’s registered agent, as appointed from time to time, in accordance with the Act;

Registered Office	the Company’s registered office maintained in accordance with the Act;

Registers	the Register of Members and the Register of Directors;

Registrar	the Registrar of Corporate Affairs in the British Virgin Islands;

Reserve Director	an Eligible Person whose name is entered in the Register of Directors as being nominated a reserve director of the Company by a Controller;

Resolution of Directors

either a resolution:

		(a)	approved at a Directors Meeting or Committee Meeting by the affirmative vote of a Majority of Directors entitled to vote thereon or by a Majority of Committee Members, as the case may be, entitled to vote thereon which were present at the Directors Meeting (in person or by their duly appointed Alternate Director) who voted, except that where a Director is given more than one vote, he or she shall be counted by the number of votes he or she casts for the purpose of establishing a Majority of Directors Majority or Majority of Committee Members, as the case may be; or

		(b)	consented to in writing by a Majority of Directors (in person or by their duly appointed Alternate Director) or by a Majority of the Committee Members as the case may be, without the need for any notice, and may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more Directors (in person or by their duly appointed Alternate Director);

Resolution of Members

either a resolution:

		(a)	approved at a Members Meeting by the affirmative vote of a Majority of the votes of the Shares entitled to vote thereon which were present at the Members Meeting (in person or by their duly appointed Proxy) and were voted; or

		(b)	consented to in writing by a Majority of the votes of the Shares entitled to vote thereon, without the need for any notice, and may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more Members;

Seal

any seal which has been duly adopted as the common seal of the Company, and shall include reference to an electronic seal which satisfies the requirements of the Electronic Transactions Act;

Securities

shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

Share	a share issued or to be issued in the Company;

Solvency Test	the Company satisfies the solvency test if the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due;

Subsidiary	has the meaning defined in the Act; and

Treasury Share	a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled, in accordance with the Act.

13.2	In this Memorandum and the Articles:

	(a)	a Clause or Sub-Clause is a reference to a clause or sub-clause of this Memorandum;

	(b)	a Regulation or Sub-Regulation is a reference to a regulation or sub-regulation of the Articles;

	(c)	voting by Members is a reference to the casting of the votes attached to the Shares held by the Member voting;

	(d)	words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all entities capable of having a legal existence;

	(e)	reference to any provision of law (including but not limited to the Act, the Electronic Transactions Act) is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

	(f)	reference to this Memorandum or to the Articles is a reference to those documents as amended from time to time;

	(g)	the headings are for convenience only and shall not affect the construction of this Memorandum or the Articles;

	(h)	reference to a thing being written or in writing includes all forms of writing, including all electronic records which satisfy the requirements of the Electronic Transactions Act, including (but not limited to) information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy;

	(i)	reference to a thing being signed or to a person’s signature shall include reference to an electronic signature which satisfies the requirements of the Electronic Transactions Act;

	(j)	any words or expressions defined in the Act shall have the same meaning in this Memorandum and the Articles and unless otherwise required by the context or unless otherwise defined in this Memorandum or the Articles;

	(k)	where a period of time is expressed as a number of days, the days on which the period begins and ends are not included in the computation of the number of days; and

	(l)	headings are inserted for convenience only and shall be disregarded in the construction of or the interpretation of this Memorandum and the Articles.

We, Tricor Services (BVI) Limited of 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association the 25th day of October 2021:

Incorporator


Nicholas Messum
Authorised Signatory
Tricor Services (BVI) Limited
2/F, Palm Grove House
P.O. Box 3340
Road Town, Tortola
British Virgin Islands

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

A COMPANY LIMITED BY SHARES

(Adopted by Director’s Resolutions passed on 1 March 2023 and filed on 1 March 2023)

1	DISAPPLICATION OF THE ACT

1.1	The following sections of the Act shall not apply to the Company:

	(a)	section 46 (Pre-emptive rights);

	(b)	section 60 (Process for acquisition of own shares);

	(c)	section 61 (Offer to one or more shareholders);

	(d)	section 62 (Shares redeemed otherwise than at the option of company); and

	(e)	section 175 (Disposition of assets).

2	SHARES

2.1	Shares and other securities may be issued, and options to acquire Shares may be granted, at such times, to such Eligible Persons, for such consideration and on such terms as the Directors may determine by a Resolution of Directors.

2.2	A Share may be issued for consideration in any form, or combination of forms, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

2.3

The consideration for a Share with par value shall not be less than the par value of the Share. If a Share is issued for less than its par value, the Eligible Person to whom the Share is issued is liable to pay the Company an amount equal to the difference between the issued price and the par value.

2.4	No Shares may be issued for a consideration which is in whole or in part other than money, unless a Resolution of Directors has been passed stating:

(a)

the amount to be credited for the issue of the Shares; and

(b)

that, in their opinion, the present cash value of the non-money consideration and the money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

2.5	The Company may issue bonus Shares.

2.6	A Share is deemed to be issued when the name of the Eligible Person is entered in the Register of Members.

3	SHARE CERTIFICATES

3.1	Each Member is entitled to a certificate:

	(a)	signed by a Director or Officer, or any other person authorised by Resolution of Directors; or

	(b)	under the Seal,

specifying the number of Shares held by the Member, and the signature of the Director, Officer or authorised person and the Seal may be facsimiles.

3.2	Each Member who receives a share certificate shall indemnify and hold the Company, its Directors and Officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any Eligible Person by virtue of the possession thereof.

3.3

If a share certificate is worn out or lost, it may (subject to the prior written consent of any Chargee whose interest has been noted on the Register of Members) be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as the Directors may reasonably require.

3.4	If several Eligible Persons are registered as joint holders of any Shares, the Company is not bound to issue more than one certificate in relation to those Shares and delivery of a share certificate to one of several joint holders of Shares shall be sufficient delivery to all.

4	REGISTER OF MEMBERS

4.1	Subject to section 41(1A) of the Act, the Company shall keep a Register of Members containing:

	(a)	the name and address of each Eligible Person who holds Shares;

	(b)	the number of each class and series of Shares held by each Member;

	(c)	the date on which the name of each Member was entered in the Register of Members; and

	(d)	the date on which any Eligible Person ceased to be a Member.

4.2	The entry of an Eligible Person on the Register of Members as a holder of a Share is prima facie evidence that legal title in the Share vests in that Eligible Person.

4.3	The Company may treat the holder of a Share as the only Eligible Person entitled to:

(a)

exercise any voting rights attached to the Share;

	(b)	receive notices;

	(c)	receive a Distribution in respect of the Share; and

	(d)	exercise other rights and powers attached to the Share.

4.4

The Register of Members may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original Register of Members.

4.5	The Company may elect to file a copy of its Register of Members with the Registrar, to make it available for public inspection, in accordance with the Act (a “Public ROM”).

4.6

Once the Public ROM has been filed with the Registrar, the Company is bound by its contents. Each time the Register of Members is updated, amended or altered in any way, the Company must file a copy of the same with the Registrar, to update the Public ROM. The Company may elect to cease registering such changes by filing a notice with the Registrar, in accordance with the Act.

5	TRANSFER OF SHARES

5.1

Subject to section 54A of the Act, Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company so that the Register of Members can be updated to reflect and effect the share transfer. If the transfer imposes a liability to the Company on the transferee, the transferee must also sign the written instrument of transfer.

5.2	Subject to Sub-Regulation 5.3, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee in the Register of Members.

5.3

Subject to Sub-Regulation 7.4, the Directors may resolve to refuse or delay the registration of the transfer of Shares. Where the Directors do so, they must specify the reason(s) for this refusal or delay in a Resolution of Directors. The Directors may refuse or delay the registration of a transfer of Shares if the transferor has failed to pay an amount due in respect of those Shares.

5.4	Where the Directors pass a Resolution of Directors pursuant to Sub-Regulation 5.3, the Company shall, as soon as reasonably practicable, send the transferor and the transferee a notice of the refusal or delay in the approved form.

5.5	Subject to section 41(1A) of the Act, the transfer of a Share is effective when the name of the transferee is entered on the Register of Members.

5.6	If the Directors are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by a Resolution of Directors:

	(a)	to accept such evidence of the transfer of Shares as they consider appropriate; and

	(b)	that the transferee’s name should be entered in the Register of Members, notwithstanding the absence of the instrument of transfer.

6	REDEMPTION OF SHARES, SURRENDER OF SHARES AND TREASURY SHARES

6.1

The Company may Acquire and hold its own Shares, save that the Company may not Acquire its own Shares without the consent of Members whose Shares are to be Acquired unless the Company is permitted by the Act or any other provision in the Memorandum or these Articles to Acquire the Shares without their consent.

6.2	The Company may only offer to Acquire Shares if the Resolution of Directors authorising the Acquisition contains a statement that the Directors are satisfied (on reasonable grounds) that immediately after the Acquisition the Company will be able to satisfy the Solvency Test.

6.3	Shares that the Company Acquires may be cancelled or held as Treasury Shares. Unless the Shares Acquired are held as Treasury Shares, any Shares Acquired by the Company shall be deemed to be cancelled immediately on completion of the Acquisition of the Shares.

6.4	The Company may Acquire its own fully paid Shares for no consideration by way of surrender of such Share(s) to the Company by the Member whose Shares are being surrendered. Any such surrender shall be in writing and signed by the Member whose Shares are being surrendered.

6.5	The number of Shares held as Treasury Shares (when aggregated with Shares of the same class already held as Treasury Shares) cannot exceed 50 per cent. of the Shares of that class previously issued by the Company (excluding Shares that have been cancelled).

6.6	Shares which have been cancelled shall be available for reissue.

6.7	All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

6.8	Treasury Shares may be transferred or disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and these Articles) as the Company may by a Resolution of Directors determine.

7	MORTGAGES OF SHARES AND CHARGES OVER SHARES

7.1	1 Members may Charge their Shares. If a Member has created a Charge over any of their Shares, such Shares shall be referred to as the “Charged Shares”.

7.2	2 At the written request of a Member who has Charged Shares, the following shall be entered in the Register of Members:

	(a)	a statement that such Charged Shares are Charged;

	(b)	the name of the Chargee; and

	(c)	the date on which the particulars specified in Sub-Regulations 7.2(a) and 7.2(b) are entered in the Register of Members.

7.3	Whilst particulars of a Charge over Shares are entered in the Register of Members, the Company shall not, without the prior written consent of the named Chargee:

	(a)	effect the transfer of any such Charged Share; or

	(b)	acquire any such Charged Share; or

	(c)	replace a share certificate in respect of any such Charged Share.

7.4	Notwithstanding anything contained in the Memorandum or these Articles, the Directors shall not decline to register any transfer of Charged Shares, nor may they suspend registration thereof, where such transfer is:

	(a)	to any Chargee, whose interest has been noted on the Register of Members; or

	(b)	by any such Chargee, pursuant to the power of sale under its Charge; or

	(c)	by any such Chargee, in accordance with the terms of the relevant security document creating the Charge.

7.5	Where particulars of a Charge are entered in the Register of Members, such particulars may be cancelled:

	(a)	with the written consent of the named Chargee or anyone authorised to act on its behalf; or

	(b)	upon evidence satisfactory to the Directors of the discharge of the liability secured by the Charge and the issue of such indemnities as the Directors shall consider necessary or desirable.

8	FORFEITURE

8.1	Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose, Shares issued for a promissory note or other written obligation to contribute money or property, or a contract for future services are deemed to be not fully paid.

8.2	A written notice of call (a “Forfeiture Notice”) shall be served on a Member who defaults in making payment in respect of any Shares held by him or her (the “Forfeiture Shares”).

8.3	A Forfeiture Notice must:

	(a)	specify a date that the Member should make payment for the Forfeiture Shares;

	(b)	provide a further date (no earlier than 14 days from the date that the Forfeiture Notice was served) on, or before which, payment for the Forfeiture Shares is required (a “Payment Date”); and

	(c)	contain a statement that in the event of non-payment at or before the Payment Date, the Forfeiture Shares (or any of them) will be liable to be forfeited.

8.4	4 Where a Forfeiture Notice has been served pursuant to Sub-Regulations 8.2 and 8.3(a), and the requirements of the Forfeiture Notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Forfeiture Shares.

8.5	5 The Company is under no obligation to refund any moneys to a Member whose Shares have been cancelled pursuant to Sub-Regulation 8.4 and that Member shall be discharged from any further obligation to the Company.

9	DISTRIBUTIONS

9.1

Subject to Sub-Regulation 9.2, the Directors may, by Resolution of Directors, authorise a Distribution by the Company to the Members at such time and of such amount as they think fit, if they are satisfied (on reasonable grounds) that the Company will, immediately after the Distribution, satisfy the Solvency Test.

9. 2	If, after a Distribution is authorised (but before it is made) the Directors cease to be satisfied (on reasonable grounds) that the Company will be able to satisfy the Solvency Test after the Distribution is made, then such Distribution is deemed not to have been authorised.

9.3	Distributions may be paid in money, shares or other property.

9.4

The Directors may, before recommending any Distribution, set aside out of the profits of the Company such sums as they think proper as a reserve which shall, at their discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

9.5	If several Eligible Persons are registered as joint holders of any Share, any of them may give effectual receipt for any Distribution or other monies payable on or in respect of the jointly held Share.

9.6	Notice of any Distribution that may have been declared shall be given to each Member pursuant to Regulation 30.

9.7	7 All Distributions that are unclaimed for three years after having been declared may be forfeited by a Resolution of Directors, for the benefit of the Company.

9.8	No Distribution shall bear interest against the Company or be paid on those shares which are held by the Company as Treasury Shares at the date of the Distribution is declared.

10	MEETINGS OF MEMBERS

10.1	A Members Meeting may be convened by:

	(a)	a Director at such times and in such manner and places, within or outside the British Virgin Islands, as the Director considers necessary or desirable; or

	(b)	the Directors, upon the written request of Members entitled to exercise 30 per cent. (or more) of the voting rights in respect of the matter for which the Members Meeting is requested.

10.2	The Director convening a Members Meeting shall give not less than seven days’ notice of a Members Meeting to:

	(a)	those Members whose names appear on the Register of Members on the date the notice is given and who are entitled to vote at the Members Meeting; and

	(b)	the other Directors.

10.3

The Director convening a Members Meeting may fix as the record date for determining those Members that are entitled to vote at the Members Meeting the date notice is given of the Members Meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

10.4

A Members Meeting held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent. of the total voting rights on all the matters to be considered at the Members Meeting have waived notice of the Members Meeting and, for this purpose, the presence of a Members at the Members Meeting shall constitute waiver in relation to all the Shares which that Member holds.

10.5	The inadvertent failure of a Director who convenes a Members Meeting to give notice of a Members Meeting to a Member or another Director, or the fact that a Member or another Director has not received notice, does not invalidate the Members Meeting.

11	PROCEEDINGS AT MEETINGS OF MEMBERS

11.1

No business shall be transacted at any Members Meeting unless a quorum of Members is present at the time when the Members Meeting proceeds to business. A Members Meeting is duly constituted if, at the commencement of the Members Meeting, there are present in person (or by Proxy) holders of a Majority of the voting rights of the Shares or class or series of Shares entitled to vote on the resolutions to be considered at the Members Meeting. A quorum may comprise a single Member (or Proxy) and then such person may pass a Resolution of Members and a certificate signed by such Member (accompanied by a copy of the proxy instrument if such person is a Proxy) shall constitute a valid Resolution of Members.

11.2	A Member shall be deemed to be present at a Members Meeting if:

	(a)	the Member (or its Proxy) participates by telephone or other electronic means; and

	(b)	all Members and Proxies participating in the Members Meeting are able to hear each other.

11.3

Subject to Sub-Regulation 11.4, if a Members Meeting is convened upon the requisition of a Director or in any other case and a quorum is not present within two hours from the time appointed for the Members Meeting, the Members Meeting shall stand adjourned to the next business day in the jurisdiction in which the Members Meeting was to have been held at the same time and place or to such other time and place as the Directors may determine by a Resolution of Directors. If, at the adjourned Members Meeting, there are present within one hour from the time appointed for the adjourned Members Meeting in person or by Proxy not less than one third voting rights of the Shares or class or series of Shares entitled to vote on the matters to be considered by the Members Meeting, those present shall constitute a quorum but otherwise the Members Meeting shall be dissolved.

11.4	If a Members Meeting is convened upon the requisition of the Members, and a quorum is not present within two hours from the time appointed for the Members Meeting, the Members meeting shall be dissolved.

11.5

The Members Chair may, with the consent of the Members at the Members Meeting, adjourn any Members Meeting from time to time, and from place to place, but no business shall be transacted at any adjourned Members Meeting other than the business left unfinished at the Members Meeting from which the adjournment took place.

11.6	A resolution put to the vote in a Members Meeting shall be decided on a show of hands by the Members holding a Majority of the voting rights of the Shares or class or series of Shares entitled to vote on Resolutions of Members to be considered at the Members Meeting.

11.7

A declaration by the Members Chair that a Resolution of Members has, on a show of hands been approved, and an entry is made to that effect in the Minute Book, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such Resolution of Members.

11.8

At any Members Meeting, the Members Chair is responsible for deciding in such manner as he or she considers appropriate, whether any resolution proposed has been carried or not and the result of his or her decision shall be announced to the Members Meeting and recorded in the minutes of the Members Meeting. If the Members Chair has any doubt as to the outcome of the vote on a proposed resolution, he or she shall cause a poll to be taken of all votes cast upon such resolution. If the Members Chair fails to take a poll then any Member present in person or by Proxy who disputes the announcement by the Members Chair of the result of any vote may immediately following such announcement demand that a poll be taken and the Members Chair shall cause a poll to be taken. If a poll is taken at any Members Meeting, the result shall be announced to the Members Meeting and recorded in the minutes of the Members Meeting.

11.9

The right of any individual to speak for or represent a Member who is not an individual shall be determined by the law of the jurisdiction where, and by the documents by which, such Member is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Member or the Company.

11.10

Any Member who is not an individual may, by resolution of its directors or other governing body, authorise such individual as it thinks fit to act as its representative at any Members Meeting or of any meeting of a class of Members, and such individual shall be entitled to exercise the same rights on behalf of the Member which he or she represents as that Member could exercise if it were an individual Member.

11.11

The Members Chair of any Members Meeting at which a vote is cast by Proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such Proxy or authority which shall be produced within seven (7) days of being so requested or the votes cast by such Proxy or on behalf of such Eligible Person shall be disregarded.

11.12

The Directors may attend and speak at any Members Meeting and at any separate Members Meeting of the holders of any class or series of Shares.

11.13

An action that may be taken by the Members at a Members Meeting may also be taken by a Resolution of Members consented to in writing by a Majority of the votes of Shares entitled to vote and voting thereon, without the need for any notice. If any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts.

11.14

If the Company has only one Member the provisions herein contained for a Members Meeting do not apply and such sole Member has full power to represent and act for the Company in all matters as are by the Act, the Memorandum or these Articles required to be exercised by the Members. In lieu of minutes of a Members Meeting, the sole Member shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Members. Such a note or memorandum constitutes sufficient evidence of such Resolutions of Members for all purposes.

11.15

In the case of an equality of votes, whether on a show of hands or on a poll, the Members Chair at which the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote.

12	MEMBER’S REPRESENTATION AT A MEETING BY PROXY

12.1	A Member may be represented at a Members Meeting by a Proxy who may speak and vote on behalf of that Member.

12.2	The instrument appointing the Proxy must be produced:

	(a)	at the place designated for the Members Meeting to take place at which the Proxy proposes to vote; and

	(b)	before the time the Members Meeting at which the Proxy proposes to vote is scheduled to take place,

unless the notice of the Members Meeting at which the Proxy proposes to vote has specified an alternative or additional place or time at which the Proxy shall be presented.

12.3	The instrument appointing a Proxy shall be in writing and substantially the following form, or such other form as the Members Chair shall accept as properly evidencing the wishes of the Member, appointing the Proxy:

INSTRUMENT OF PROXY

[ NAME OF COMPANY] is a company incorporated in the British Virgin Islands, with company number [ INSERT NUMBER] ( the “Company” ) . In this appointment of a proxy, except where the context otherwise requires ( or except where terms are defined herein) words and expressions shall have the same meanings assigned to them in the Company’s memorandum and articles of association.

[ I am/ We are] a Member of the Company HEREBY APPOINT: [ INSERT NAME] of [ INSERT ADDRESS] or failing him/her [INSERT NAME of [INSERT ADDRESS] to be [my/our] proxy to vote for [me/us] at the Members

Meeting to be held on [ DATE] at [ LOCATION] and at any adjournment thereof.

( Any restrictions on voting to be inserted here)

_____________________________________

Signed by: [ NAME OF MEMBER]

Date:

12.4	Where Shares are held jointly, by two or more Eligible Persons:

	(a)	each of the Eligible Person that holds Shares jointly may be present in person (or by Proxy) at a Members Meeting and may speak as a Member;

	(b)	if only one of the joint owners is present at a Members Meeting, in person or by Proxy, he or she may vote on behalf of all joint owners of the Share(s);

	(c)	if two or more of the joint owners are present at a Members Meeting, in person or by Proxy, they must vote as one; and

	(d)	if two or more of the joint owners are present at a Members Meeting, in person or by Proxy, and vote, it is the vote of the joint owner whose name appears first among such voting joint holders in the Register of Members alone that shall be counted.

13	APPOINTMENT AND REMOVAL OF DIRECTORS

13.1	The first Director(s) shall be appointed by the Registered Agent within six (6) months of the date of incorporation of the Company. Thereafter, the Directors shall be elected by Resolution of Members or by Resolution of Directors for such terms as the Members or Directors may so determine.

13.2	If, before the Company has any Members, the sole Director or all of the Directors appointed by the Registered Agent resign, die or otherwise cease to exist, the Registered Agent may appoint one or more further Eligible Persons as a Director.

13.3	Subject to Sub-Regulation 13.2, the minimum number of Directors shall be one (1) and there shall be no maximum number of Directors.

13.4	No Eligible Person shall be:

	(a)	appointed as a Director or as an Alternate Director; or

	(b)	nominated as a Reserve Director,

unless he or she has consented in writing to be a Director, an Alternate Director, or to be nominated as a Reserve Director (as applicable).

13.5	Each Director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him or her. If there is no fixed term, the Director serves indefinitely until the earlier of:

	(a)	his or her disqualification to act as a Director under the Act (on which his or her office as Director shall be automatically terminated if he or she has not resigned in accordance with the Act); or

	(b)	his or her death; or

	(c)	his or her resignation; or

	(d)	the effective date of his or her removal by Resolution of Directors or Resolution of Members.

13.6

A Director may resign his or her office by giving written notice of his or her resignation to the Company. Such resignation has effect from the date the notice is received by the Company at the Registered Office or from such later date as may be specified in the resignation notice. A Director shall resign forthwith as a Director if he or she is, or becomes, disqualified from acting as a Director under the Act.

13.7	The following are disqualified for appointment as a Director:

	(a)	an individual who is under 18 years of age;

	(b)	a person who is a disqualified person within the meaning of section 260(4) of the Insolvency Act;

	(c)	a person who is a restricted person within the meaning of section 409 of the Insolvency Act; and/or

	(d)	an undischarged bankrupt.

13.8	Sections 114(2) and 114(3) of the Act shall not apply to the Company. A Director may be removed from office, with or without cause, by a Resolution of Members.

13.9	Sections 114(5) of the Act shall not apply to the Company. A Director may be removed from office, with or without cause, by a Resolution of Directors.

13.10

The Directors may at any time appoint any Eligible Person to be a Director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint an Eligible Person as Director to fill a vacancy, the term shall not exceed the term that remained when the Eligible Person who has ceased to be a Director ceased to hold office.

13.11

A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior to the expiration of his or her term of office.

13.12

A Director does not have to hold any Shares, but nevertheless shall be entitled to attend and speak at any Director Meeting and at any Members Meeting and at any separate meeting of the holders of any class of Shares.

13.13

The Directors may, by Resolution of Directors, fix the emoluments of Directors with respect to services to be rendered in any capacity to the Company.

14	ALTERNATE DIRECTORS

14.1	Subject to Sub-Regulation 13.4, a Director may appoint an Eligible Person (who is not disqualified from being a director) to be his or her Alternate Director to:

	(a)	exercise the powers of the Appointing Director; and

	(b)	carry out the Appointing Director’s responsibilities, in relation to taking decisions by the Directors in the absence of the Appointing Director.

14.2	An Alternate Director has the same rights as the Appointing Director in relation to any Resolution of Directors.

14.3	Any exercise by an Alternate Director of the Appointing Director’s powers in relation to the taking of decisions by the Directors, is as effective as if the powers were exercised by the Appointing Director.

14.4	The Appointing Director may, at any time, terminate the Alternate Director’s appointment.

14.5

The appointment of an Alternate Director and the termination of an Alternate Director’s appointment must be made in writing and written notice shall be given by the Appointing Director to the Company as soon as reasonably practicable so the appointment/termination can be noted on the Register of Directors.

14.6	An Alternate Director has no power to appoint an alternate, whether of the Appointing Director or of the Alternate Director.

14.7	An Alternate Director does not act as an agent of or for the Appointing Director.

15	RESERVE DIRECTORS

15.1	Subject to Sub-Regulation 13.4, a Controller may, by instrument in writing, nominate an Eligible Person (who is not disqualified from being a director) as a Reserve Director to act in his or her place in the event of his or her death.

15.2	The nomination of a Reserve Director ceases to have effect if before the death of the Controller:

	(a)	he or she resigns as Reserve Director; or

	(b)	the Controller revokes the nomination (in writing); or

	(c)	the Controller ceases to be the sole Director and sole Member for any reason other than his or her death.

15.3	The nomination of a Reserve Director and the written cessation of a Reserve Director’s nomination must be made in writing and written notice shall be given by the Controller to the Company as soon as reasonably practicable, so the nomination/cessation can be noted on the Register of Directors.

16	REGISTER OF DIRECTORS

16.1	The Company shall maintain a Register of Directors that shall contain such information as is prescribed in the Act, a copy of which must be filed with the Registrar within:

(a)

21 days of the appointment of the first Director(s); and

(b)

30 days of any changes occurring to the Register of Directors.

16.2

The Register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original Register of Directors.

16.3	The Register of Directors is prima facie evidence of any matters directed or authorised by the Act to be contained therein.

17	DUTIES OF DIRECTORS

17.1	When exercising his or her powers or performing his or her duties, a Director shall act honestly and in good faith and in a manner which he or she believes to be in the best interests of the Company.

17.2	Notwithstanding Sub-Regulation 17.1 (even though it may not be in the best interests of the Company) a Director may act in a manner which he or she believes is in the best interests of:

	(a)	the Parent, if the Company is a wholly-owned Subsidiary;

	(b)	the Parent, if the Company is a Subsidiary (but not a wholly-owned Subsidiary) and the Members (other than the Parent) have provided their prior agreement to the Director acting in this manner; and

	(c)	the Member(s), if the Company is carrying out a joint venture between the Members and those actions are limited to actions connected to or with the joint venture.

17.3	Each Director shall exercise his or her powers as a Director for a proper purpose and shall not act, or agree to the Company acting, in a manner that contravenes the Act, the Memorandum or these Articles.

17.4

When exercising his or her powers and/or carrying out his or her duties, each Director must act in good faith, make proper inquiry where the need for the inquiry is indicated by the circumstances and have no knowledge that his or her reliance on the Company Records and/or such other information prepared for or supplied to him or her is not warranted.

17.5	When exercising his or her powers and/or carrying out his or her duties, each Director:

(a)

shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation the nature of the Company, the nature of the decision, the position of the Director and the nature of the responsibilities undertaken by him or her; and

(b)

is, subject to Sub-Regulation 17.5(a), entitled to rely upon:

	(i)	the Company Records and/or such other information prepared for or supplied to the Director;

	(ii)	professional or expert advice given, by: (A) an employee of the Company whom the Director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; (B) a professional adviser or expert in relation to matters which the Director believes on reasonable grounds to be within the person’s professional or expert competence; and/or (C) any other Director, or Committee upon which the Director did not serve, in relation to matters within the Director’s or Committee’s designated authority.

18	DISCLOSURE OF INTERESTS

18.1	A Director shall, forthwith after becoming aware of the fact that he or she is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the other Directors, unless the transaction or proposed transaction:

	(a)	is between the Director and the Company; and

	(b)	is or is to be entered into in the ordinary course of the Company’s business and on usual terms and conditions.

For the avoidance of doubt, a disclosure is only made when it is brought to the attention of every Director.

18.2

For the purposes of Sub-Regulation 18.1, the disclosure by a Director that he or she is a member, director, officer or trustee of another named entity or other Eligible Person, or has a fiduciary relationship with respect to the entity or other Eligible Person, and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure of interest, be entered into with the Company or that Director, is a sufficient disclosure of interest in relation to that transaction.

18.3	A transaction entered into by the Company in respect of which a Director is interested is voidable by the Company unless the Director’s interest was disclosed in accordance with Sub-Regulation 18.1 prior to the Company entering into the transaction.

18.4	Notwithstanding Sub-Regulation 18.3, a transaction entered into by the Company in respect of which a Director is interested is not voidable by the Company if:

	(a)	the material facts of the interest of the Director in the transaction are known by the Members entitled to vote at a Members Meeting and the transaction is approved or ratified by a Resolution of Members; or

	(b)	the Company received fair value for the transaction.

A determination as to whether or not the Company receives fair value for a transaction shall be made on the basis of the information known to the Company and the interested Director at the time that the transaction was entered into.

18.5	A Director who is interested in a transaction entered into or to be entered into by the Company may:

	(a)	vote on a matter relating to the transaction;

	(b)	attend a Director Meeting at which a matter relating to the transaction arises and be included among the Directors present at the Director Meeting for the purposes of a quorum; and

	(c)	sign a document on behalf of the Company, or do any other thing in his or her capacity as a Director, that relates to the transaction,

and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

19	POWERS OF DIRECTORS

19.1

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act, by the Memorandum or by these Articles required to be exercised by the Members.

19.2	Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at Director Meeting, with respect to the signing of consents or otherwise.

19.3	The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

19.4

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

19.5	Section 175 of the Act shall not apply. The Directors may, by Resolution of Directors, determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

19.6	The continuing Directors may act notwithstanding any vacancy in their body.

20	PROCEEDINGS OF DIRECTORS

20.1	The Directors or any Committee may meet at such times and in such manner and places within or outside the British Virgin Islands as the Directors may determine to be necessary or desirable.

20.2	Any Director may call a Director Meeting by sending a written notice to each other Director. Subject to Sub-Regulation 20.3, a Director shall be given not less than three (3) Business Days’ notice of a Director Meeting.

20.3

A Director Meeting held without (or on less than) three (3) Business Days’ notice being given to all of the Directors is valid if all of the Directors entitled to vote at the Director Meeting who do not attend have waived the notice of the Director Meeting. For the avoidance of doubt, the presence of a Director at the Director Meeting shall constitute a waiver by that Director (unless he or she objects in writing before or at the Director Meeting).

20.4	The inadvertent failure to give notice of a Director Meeting, or the fact that a Director has not received the notice, shall not invalidate the Director Meeting.

20.5	A Director Meeting is duly constituted for all purposes if at the commencement of the Director Meeting there are present in person (or by its Alternate Director) a Majority of the total number of Directors, unless there are only two (2) Directors in which case the quorum will be two (2).

20.6	A Director shall be deemed to be present at a Director Meeting if:

	(a)	the Director (or by its Alternate Director) participates by telephone or other electronic means; and

	(b)	all Directors (or by its Alternate Director) participating in the Director Meeting are able to hear each other.

20.7	If within half an hour from the time appointed for the Director Meeting a quorum is not present, the Director Meeting shall be dissolved.

20.8

At a Directors Meeting, the Directors may elect a Board Chair and determine the period for which he or she is to hold office. If no such Board Chair is elected, or if at any Director Meeting the Board Chair is not present at the time appointed for holding the Director Meeting, the Directors present may choose one of their number to be Board Chair for the Director Meeting. If the Directors are unable to choose a Board Chair, for any reason, then the longest serving Director present at the Director Meeting shall preside as the Board Chair.

20.9	Questions arising at any Director Meeting shall be decided by a Majority of votes. In case of an equality in votes the Board Chair shall have a second or casting vote.

20.10

Any action that may be taken by the Directors at a Directors Meeting or by a Committee Members at a Committee Meeting may also be taken by a Resolution of Directors or a resolution of a Committee Members consented to in writing by a Majority of Directors or by a Majority of Committee Members, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts.

20.11

If the Company has only one Director the provisions herein contained for Director Meetings do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or these Articles required to be exercised by the Members. In lieu of minutes of a Director Meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such Resolution of Directors for all purposes.

21	COMMITTEES

21.1	Subject to Sub-Regulation 21.2, the Directors may designate one or more Committees and delegate any one or more of their powers, including the power to affix the Seal, to the Committee.

21.2	The Directors have no power to delegate any of the Prohibited Powers to a Committee.

21.3

Where the Directors delegate their powers to a Committee, they remain responsible for the exercise of that power by the Committee, unless they believed on reasonable grounds that at all times before the exercise of the power that the Committee would exercise the power in conformity with the duties imposed on directors by the Act.

21.4	A Committee, where authorised by the Resolution of Directors appointing such Committee or by a subsequent Resolution of Directors, may appoint a sub-committee and delegate powers exercisable by the Committee to the sub-committee.

21.5	The Committee Meeting, consisting of 2 or more Directors, shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of Directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the Committee.

22	OFFICERS

22.1	The Directors may, by a Resolution of Directors, appoint an Eligible Person to be an Officer at such times as shall be considered necessary or expedient.

22.2	The emoluments of all Officers shall be fixed by Resolution of Directors.

22.3	An Officer:

	(a)	does not need be a Director or Member; and
	(b)	may hold more than one office in the Company (e.g. it may be the secretary and the vice- president of the Company).

22.4	Each Officer shall:

	(a)	consent (in writing) to their appointment as an Officer;
	(b)	hold office until its successor is duly appointed or it is removed, with or without cause, by Resolution of Directors; and
	(c)	perform such duties as shall be prescribed at the time of their appointment, subject to any modifications in such duties as may be prescribed by the Directors thereafter.

22.5	Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

22.6	An Officer that is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it and of transacting any of the business of an Officer.

23	AGENTS

23.1	The Directors may, by Resolution of Directors, appoint an Eligible Person to be an Agent.

23.2	An Agent has no right to carry out any of the Prohibited Powers.

23.3

Subject to Sub-Regulation 23.2, an Agent shall have such powers and authority of the Directors, including the power and authority to affix the Seal and to exercise the power an authority granted in the Memorandum, these Articles or in the Resolution of Directors appointing the Agent, except that no Agent has any power or authority to:

	(a)	change the Registered Agent of the Registered Office; or
	(b)	fix emoluments of Directors; or
	(c)	authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

23.4	The Resolution of Directors appointing an Agent may authorise the Agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the Agent by the Company.

23.5	The Directors may remove an Agent and may revoke or vary a power conferred on him or her by a Resolution of Directors.

24	INDEMNIFICATION AND INSURANCE

24.1

Subject to the limitations provided in this Regulation 24, the Company may indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any Eligible Person who is or was:

	(a)	a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the Eligible Person is or was a Director; or
	(b)	at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

24.2

Sub-Regulation 24.1 does not apply unless the Eligible Person acted honestly and in good faith and in what he or she believed to be in the best interests of the Company and, in the case of criminal proceedings, the Eligible Person had no reasonable cause to believe that his or her conduct was unlawful.

24.3	For the purposes of Sub-Regulation 24.2, a Director acts in the best interests of the Company if he or she acts in the best interests of the Parent or Member (or Members), in either case, in the circumstances specified in the Act, as the case may be.

24.4

The decision of the Directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved.

24.5

The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the Eligible Person did not act honestly and in good faith and with a view to the best interests of the Company or that the Eligible Person had reasonable cause to believe that his or her conduct was unlawful.

24.6

Expenses, including legal fees, incurred by a Director (or a former director) in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the Director (or a former director) to repay the amount if it shall ultimately be determined that the Director (or a former director) is not entitled to be indemnified by the Company in accordance with Sub-Regulation 24.1 and upon such other terms and conditions, if any, as the Company deems appropriate.

24.7

The indemnification and advancement of expenses provided by, or granted pursuant to, this Regulation 24 is not exclusive of any other rights to which the Eligible Person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Members, resolution of disinterested directors or otherwise, both as to acting in the Eligible Person’s official capacity and as to acting in another capacity while serving as a Director.

24.8

If an Eligible Person referred to in Sub-Regulation 24.1 has been successful in defence of any proceedings referred to Sub-Regulation 24.1, the Eligible Person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the Eligible Person in connection with the proceedings.

24.9	The Company shall not indemnify an Eligible Person in breach of Sub-Regulation 24.2, and any indemnity given in breach of Sub-Regulation 24.2 is void and of no effect.

24.10

The Company may purchase and maintain insurance in relation to any Eligible Person who is or was a Director, Officer or liquidator of the Company, or who at the request of the Company is or was serving as a Director, Officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the Eligible Person and incurred by the Eligible Person in that capacity, whether or not the Company has or would have had the power to indemnify the Eligible Person against the liability as provided in these Articles.

SEAL

25.1	The Company shall have a Seal and an imprint of the Seal shall be kept at the Registered Office.

25.2	The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors.

25.3

Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other Eligible Person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings.

25.4

The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised Eligible Person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

25.5	A document requiring authentication or attestation by the Company may be signed by a Director, a secretary or by an authorised Agent, and need not be under its Seal.

26	ENTRY INTO CONTRACTS AND DEEDS

26.1	A contract may be entered into by the Company as follows:

	(a)	a contract that, if entered into by an individual, would be required by law to be in writing and under seal, may be entered into by or on behalf of the Company in writing under the Seal, and may be varied or discharged in the same manner;
	(b)	a contract that, if entered into by an individual, would be required by law to be in writing and signed, may be entered into by or on behalf of the Company in writing and signed by an Eligible Person acting under the express or implied authority of the Company, and may be varied or discharged in the same manner; and
	(c)	a contract that, if entered into by an individual, would be valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the Company by an Eligible Person acting under the express or implied authority of the Company, and may be varied or discharged in the same manner.

26.2	A contract entered into in accordance with this Regulation 26 is valid and is binding on the Company and its successors and all other parties to the contract.

26.3	Notwithstanding Sub-Regulation 26.1, an instrument or deed executed by or on behalf of the Company by a Director or an authorised Agent is not invalid by reason only of the fact that the Seal is not affixed to the instrument or deed.

26.4	Notwithstanding Sub-Regulation 26.1, an instrument is validly executed by the Company as a deed or an instrument under seal if it is either:

	(a)	sealed with the Seal and witnessed by a Director; or
	(b)	is expressed to be, or is expressed to be executed as, or otherwise makes clear on its face that it is intended to be, a deed and it is signed by a Director or by an Eligible Person acting under the express or implied authority of the Company.

27	REGISTER OF CHARGES

27.1	The Company must maintain a Register of Charges at the Registered Office, which must confirm:

	(a)	the name and address of each secured party;
	(b)	details of each security document it has entered into that creates a charge over the Company’s assets;
	(c)	a short description of the liabilities secured and property charged by each security document; and
	(d)	details of any prohibition or restrictions on the Company’s power to create any future charges.

27.2	If a charge entered on the Register of Charges is amended, the Company must notify its Registered Agent within 14 days of such change, so the Register of Charges can be updated.

27.3	The Company may elect to file a copy of its Register of Charges with the Registrar, to make it available for public inspection and to obtain priority ranking for the secured party.

28	COMPANY RECORDS

28.1	The Company shall keep the following at the Registered Office:

	(a)	the Memorandum and these Articles;
	(b)	the Company Records;
	(c)	copies of all notices and other documents filed by the Company in the previous ten years;
	(d)	the Register of Charges; and
	(e)	an imprint of the Seal.

28.2

The Company shall keep the Company Records at the Registered Office or at such other place(s) or places, within or outside the British Virgin Islands, as the Directors may determine. Until the Directors determine otherwise by Resolution of Directors, the Company shall keep the original Registers at the Registered Office.

28.3	If a copy of the Registers (rather than the original) is not maintained at the Registered Office, the Company must inform the Registered Agent (in writing) of any change to the Register and provide the Registered Agent with a copy of the updated Register, within 15 days of such change.

28.4	If any of the Company Records are kept in a location other than the Registered Office, the Company shall provide the Registered Agent with a written record of:

	(a)	the physical address of the place at which each of the Company Records are kept; and
	(b)	the name of the person who maintains and controls each of the Company Records.

28.5	If the location at which any of the Company Records are kept, or the name of the person who maintains and controls any of the Company Records changes, the Company shall, within 14 days of the change provide its Registered Agent with:

	(a)	the physical address of the place at which each of the Company Records are kept; and
	(b)	the name of the person who maintains and controls each of the Company Records.

28.6	The Company Records shall be open to the inspection of the Directors at all times.

28.7

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the Company Records or any of them shall be open to the inspection of Members (not being Directors), and no Member (not being a Director) shall have any right to inspect any Company Records except as conferred by the Act or authorised by a Resolution of Directors.

28.8	The Company Records shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

29	ACCOUNTS AND AUDITORS

29.1

The Company shall maintain records and documents (and underlying documentation), which are sufficient to show and explain the Company’s transactions and enable the Company (at any time) to determine the financial position of the Company with reasonable accuracy (the “Records and Documents”), which for the avoidance of doubt includes accounts in relation to:

(a)

all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

	(b)	all sales and purchases of goods by the Company; and
	(c)	the assets and liabilities of the Company;

29.2

The Company may by Resolution of Members call for the Directors to prepare periodically and make available a profit and loss account and a balance sheet (the “Balance Sheet”). The Balance Sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

29.3	The Company may by Resolution of Members call for the accounts to be examined by auditors.

29.4	The Company may appoint an auditor (the “Auditor”). The Auditors shall be appointed by Resolution of Members or by Resolution of Directors.

29.5	A Member may be an Auditor. However, no Director or Officer can be an Auditor during their continuance in office.

29.6	The remuneration of the Auditors may be fixed by Resolution of Directors.

29.7	The Auditors shall examine each Balance Sheet required to be laid before a Members Meeting or otherwise given to Members and shall state in a written report whether or not:

	(a)	in their opinion the Balance Sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and
	(b)	all the information and explanations required by the Auditors have been obtained.

29.8	The report of the Auditors shall be annexed to the accounts and shall be read at the Members Meeting at which the accounts are laid before the Company or shall be otherwise given to the Members.

29.9	The Auditors shall be entitled to receive notice of, and to attend any Members Meeting at which the Balance Sheet is to be presented.

29.10

Each Auditor shall, at all times, have the right to access the Company Records, and shall be entitled to such information and explanations as he or she thinks necessary for the performance of his or her duties.

30	NOTICES

30.1	Any communication to be made under or in connection with the Memorandum or these Articles shall be made in writing and, unless otherwise stated, in accordance with this Regulation 30.

30.2	The address for any communication or document to be made or delivered under or in connection with the Memorandum or these Articles is:

(a)

for each Member, the address shown in the Register of Members (where Shares are held jointly, to whichever Member is named first in the Register of Members and such notice shall be sufficient notice to all the holders of such Shares) or to such Member’s email address or fax number as notified by the Member in writing from time to time;

	(b)	for each Director, the address shown in the Register of Directors or to such Director’s email address or fax number as notified by the Director in writing from time to time; and
	(c)	for the Company, at its Registered Office.

30.3

Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by internationally recognised courier, addressed to the Company at its Registered Office, or by leaving it with or by sending it by internationally recognised courier to the Company at the offices of the Registered Agent.

30.4

Subject to Sub-Regulation 30.5, where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing notice, and shall be deemed to be received on the fifth Business Day following the day on which the notice was posted. Where a notice is sent by fax or email, notice shall be deemed to be effected by transmitting the email or fax to the address or number provided by the intended recipient and service of the notice shall be deemed to have been received on the same day that it was transmitted.

30.5	Any communication made or delivered to or from the Company or an Eligible Person in the British Virgin Islands under or in connection with the Memorandum or these Articles will only be effective when delivered by internationally recognised courier.

31	CONTINUATION

The Company may, by a Resolution of Directors or by a Resolution of Members, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws and in accordance with the Act.

32	VOLUNTARY LIQUIDATION

32.1	The Company may be voluntarily liquidated under the Act if it can satisfy the Solvency Test.

32.2	Subject to the Act, the Company may by Resolution of Members or by Resolution of Directors appoint an eligible individual as its voluntary liquidator (alone or jointly with one or more other voluntary liquidators).

33	REGISTERED AGENT INSTRUCTIONS

Subject to the Memorandum and Articles, the registered agent shall:

	(a)	act on the instructions of the Directors if those instructions are contained in a Resolution of Directors and a copy of the Resolution of Directors is made available to the Registered Agent; and
	(b)	recognise and accept the appointment or removal of a Director or Directors by the Members if those instructions are contained in a Resolution of Members and a copy of the Resolution of Members is made available to the Registered Agent.

We, Tricor Services (BVI) Limited of 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 25th day of October 2021:

Incorporator


Nicholas Messum
Authorised Signatory
Tricor Services (BVI) Limited
2/F, Palm Grove House
P.O. Box 3340
Road Town, Tortola
British Virgin Islands

EX-3.2 3 ex3-2.htm

Exhibit 3.2

Territory of the Virgin Islands

The BVI Business Companies Act, 2004

	second AMENDED AND RESTATED memoranduM and articles of association of Lobo EV Technologies Ltd. 萝贝电动车科技有限公司 Incorporated as a BVI business company on 25th day of October 2021 Amended and Restated on [.] 2023

	502333.00002

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

A company limited by shares

Amended and restated on [.] 2023

1	NAME

	The name of the Company is Lobo EV Technologies Ltd. The Company has a foreign character name in Chinese in addition to its name, and such Chinese name is 萝贝电动车科技有限公司.

2	STATUS

	The Company is a company limited by shares.

3	REGISTERED OFFICE AND REGISTERED AGENT

3.1	The first registered office of the Company is at Tricor Services (BVI) Limited, 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.

3.2	The first registered agent of the Company is Tricor Services (BVI) Limited of 2/F, Palm Grove House, P.O. Box 3340, Road Town, Tortola, British Virgin Islands.

3.3	The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.

4	CAPACITY AND POWER

4.1	The Company has, subject to the Act and any other British Virgin Islands legislation for the time being in force, irrespective of corporate benefit:

	(a)	full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

	(b)	for the purposes of Clause 4.1(a), full rights, powers and privileges.

4.2	There are, subject to Clause 4.1, no limitations on the business that the Company may carry on.

5	NUMBER AND CLASSES OF SHARES

5.1	The Company is authorised to issue a maximum number of 50,000,000 shares of a single class with a par value of USD0.001 each .

5.2	The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share (if authorised by the Board of Directors) may have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

6	DESIGNATIONS POWERS PREFERENCES OF SHARES

6.1	Each Share in the Company confers upon the Member (unless waived by such Member):

	(a)	the right to one vote at a meeting of the Members of the Company or on any Resolution of Members;

	(b)	the right to an equal share in any dividend paid by the Company; and

	(c)	the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

6.2	The Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulations 3 and 6 of the Articles.

6.3	The Directors have the authority and the power by Resolution of Directors:

	(a)	to authorise and create additional classes of shares; and

	(b)	(subject to the provisions of Clause 6.2) to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and all classes of shares that may be authorised to be issued under this Memorandum.

7	VARIATION OF RIGHTS

	The rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent of the issued Shares of that class.

8	RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

	The rights conferred upon the holders of the Shares of any class issued with preferred or other rights 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 therewith.

9	REGISTERED SHARES

9.1	The Company shall issue registered shares only.

9.2	The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

10	TRANSFER OF SHARES

	A Share may be transferred in accordance with Regulation 4 of the Articles.

11	AMENDMENT OF MEMORANDUM AND ARTICLES

11.1	The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:

	(a)	to restrict the rights or powers of the Members to amend the Memorandum or Articles;

	(b)	to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles;

	(c)	in circumstances where the Memorandum or Articles cannot be amended by the Members; or

	(d)	to change Clauses 7 or 8, this Clause 11 (or any of the defined terms used in any such Clause or Regulation).

12	DEFINITIONS AND INTERPRETATION

12.1	In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

	(a)	Act means the BVI Business Companies Act, 2004 and includes the regulations made under the Act;

	(b)	AGM means an annual general meeting of the Members;

	(c)	Articles means the attached Articles of Association of the Company;

	(d)	Board of Directors means the board of directors of the Company;

	(e)	Business Days means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised to be closed for business;

	(f)	Chairman means a person who is appointed as chairman to preside at a meeting of the Company and Chairman of the Board means a person who is appointed as chairman to preside at a meeting of the Board of Directors of the Company, in each case, in accordance with the Articles;

	(g)	Designated Stock Exchange means the Over-the-Counter Bulletin Board, the Global Select System, Global System or the Capital Market of the Nasdaq Stock Market LLC., the NYSE MKT or the New York Stock Exchange, as applicable; provided, however, that until the Shares are listed on any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be inapplicable to the Company and this Memorandum or the Articles;

	(h)	Director means any director of the Company, from time to time;

	(i)	Distribution in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

	(j)	Electronic Communication means a communication sent by electronic means, including electronic posting to the Company’s website, transmission to any number, address or internet website (including the website of the SEC) or other electronic delivery methods as otherwise decided and approved by the Directors;

	(k)	Eligible Person means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

	(l)	Enterprise means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee or agent;

	(m)	Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses shall also include any or all of the foregoing expenses incurred in connection with all judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, or any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee;

	(n)	Indemnitee means any person detailed in sub regulations (a) and (b) of Regulation 15.

	(o)	Insider means any Officer, Director or pre-IPO shareholder (and their respective affiliates);

	(p)	IPO means the initial public offering of securities or other rights to receive or subscribe for securities of the Company;

	(q)	Member means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional Shares;

	(r)	Memorandum means this Memorandum of Association of the Company;

	(s)	Officer means any officer of the Company, from time to time;

	(t)	Ordinary Shares has the meaning ascribed to it in Clause 5.1;

	(u)	Proceeding means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee is or was a Director or Officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a Director, Officer, employee or adviser of the Company, or by reason of the fact that he is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under these Articles;

(v)	relevant system means a relevant system for the holding and transfer of shares in uncertificated form;

(w)	Resolution of Directors means either:

	(i)	a resolution approved at a duly convened and constituted meeting of Directors of the Company or of a committee of Directors of the Company by the affirmative vote of a majority of the Directors present at the meeting who voted except that where a Director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

	(ii)	a resolution consented to in writing by all Directors or by all members of a committee of Directors of the Company, as the case may be;

(x)	Resolution of Members means either:

	(i)	a resolution approved at a duly convened and constituted meeting of the Members of the Company by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

	(ii)	a resolution consented to in writing by a majority of the votes of Shares entitled to vote thereon;

	(y)	Seal means any seal which has been duly adopted as the common seal of the Company;

	(z)	SEC means the United States Securities and Exchange Commission;

	(aa)	Securities means Shares, other securities and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

	(bb)	Share means a share issued or to be issued by the Company and Shares shall be construed accordingly;

	(cc)	Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

	(dd)	written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

12.2	In the Memorandum and the Articles, unless the context otherwise requires a reference to:

	(a)	a Regulation is a reference to a regulation of the Articles;

	(b)	a Clause is a reference to a clause of the Memorandum;

	(c)	voting by Member is a reference to the casting of the votes attached to the Shares held by the Member voting;

	(d)	the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended;

	(e)	the singular includes the plural and vice versa;

	(f)	where a meeting of (i) Members; (ii) a class of Members; (iii) the board of Directors; or (iv) any committee of the Directors, is required to be convened for a place, such place may be a physical place, or a virtual place, or both, and where a meeting is convened for or including a virtual place any person, including the person duly appointed as the chairperson of such meeting, may attend such meeting by virtual attendance and such virtual attendance shall constitute presence in person at that meeting;

	(g)	the term “virtual place” includes a discussion facility or forum with a telephonic, electronic or digital identifier; and

	(h)	the term “virtual attendance” means attendance at a virtual place by means of conference telephone or other digital or Electronic Communications equipment or software or other facilities by means of which all the persons participating in the meeting can communicate with each other.

12.3	Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.

12.4	Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles.

Incorporator


Nicholas Messum
Authorised Signatory
Tricor Services (BVI) Limited
2/F, Palm Grove House
P.O. Box 3340
Road Town, Tortola
British Virgin Islands

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

a company limited by shares

Amended and restated on [.] 2023

1	REGISTERED SHARES

1.1	Every Member is entitled to a certificate signed by a Director of the Company or under the Seal specifying the number of Shares held by him and the signature of the Director and the Seal may be facsimiles.

1.2	Any Member receiving a certificate shall indemnify and hold the Company and its Directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.

1.3	If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

1.4	Nothing in these Articles shall require title to any Shares or other Securities to be evidenced by a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise.

1.5	Subject to the Act and the rules of the Designated Stock Exchange, the Board of Directors without further consultation with the holders of any Shares or Securities may resolve that any class or series of Shares or other Securities in issue or to be issued from time to time may be issued, registered or converted to uncertificated form and the practices instituted by the operator of the relevant system. No provision of these Articles will apply to any uncertificated shares or Securities to the extent that they are inconsistent with the holding of such shares or securities in uncertificated form or the transfer of title to any such shares or securities by means of a relevant system.

1.6	Conversion of Shares held in certificated form into Shares held in uncertificated form, and vice versa, may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always to the requirements of the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the register of members how many Shares are held by each member in uncertificated form and certificated form and shall maintain the register of members in each case as is required by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles which applies only in respect of certificated shares or uncertificated shares.

1.7	Nothing contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically upon consummation of the IPO.

2	SHARES

2.1	Subject to the provisions of these Articles and, where applicable, the rules of the Designated Stock Exchange, the unissued Shares of the Company shall be at the disposal of the Directors and Shares and other Securities may be issued and option to acquire Shares or other Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms as the Directors may by Resolution of Directors determine.

2.2	Section 46 of the Act does not apply to the Company.

2.3	A Share may be issued for consideration in any form or a combination of forms, including money, a promissory note, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

2.4	No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

	(a)	the amount to be credited for the issue of the Shares; and

	(b)	that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

2.5	Subject to Regulation 2.7, the Company shall keep a register (the share register) containing:

	(a)	the names and addresses of the persons who hold Shares;

	(b)	the number of each class and series of Shares held by each Member;

	(c)	the date on which the name of each Member was entered in the share register; and

	(d)	the date on which any Eligible Person ceased to be a Member.

2.6	Where the Company or any of its Shares is listed on a Designated Stock Exchange, the company may keep a share register containing the information referred to in Regulation 2.6 or such other information as these Articles permit or as may be approved by a Resolution of Members.

2.7	The share register may be in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register.

2.8	A Share is deemed to be issued when the name of the Member is entered in the share register.

2.9	Subject to the provisions of the Act, Shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the Directors before or at the time of the issue of such Shares may determine. The Directors may issue options, warrants or convertible securities or securities of a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or Securities on such terms as the Directors may from time to time determine. Notwithstanding the foregoing, the Directors may also issue options, warrants, other rights to acquire shares or convertible securities in connection with the Company’s IPO.

3	FORFEITURE

3.1	Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to be not fully paid.

3.2	A written notice of call specifying the date for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares.

3.3	The written notice of call referred to in Regulation 3.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

3.4	Where a written notice of call has been issued pursuant to Regulation 3.2 and the requirements of the notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

3.5	The Company is under no obligation to refund any moneys to the Member whose Shares have been cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.

4	TRANSFER OF SHARES

4.1	Subject to the Memorandum, certificated shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. A member shall be entitled to transfer uncertificated shares by means of a relevant system and the operator of the relevant system shall act as agent of the Members for the purposes of the transfer of such uncertificated shares.

4.2	The transfer of a Share is effective when the name of the transferee is entered on the share register.

4.3	If the Directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

	(a)	to accept such evidence of the transfer of Shares as they consider appropriate; and

	(b)	that the transferee’s name should be entered in the share register notwithstanding the absence of the instrument of transfer.

4.4	Subject to the Memorandum, the personal representative of a deceased Member may transfer a Share even though the personal representative is not a Member at the time of the transfer.

5	DISTRIBUTIONS

5.1	The Directors of the Company may, by Resolution of Directors, authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

5.2	Dividends may be paid in money, shares, or other property.

5.3	The Company may, by Resolution of Directors, from time to time pay to the Members such interim dividends as appear to the Directors to be justified by the profits of the Company, provided always that they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due.

5.4	Notice in writing of any dividend that may have been declared shall be given to each Member in accordance with Regulation 21 and all dividends unclaimed for three years after such notice has been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.

5.5	No dividend shall bear interest as against the Company.

6	REDEMPTION OF SHARES AND TREASURY SHARES

6.1	The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted or required by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent.

6.2	The purchase, redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution where:

	(a)	the Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member to have his Shares redeemed or to have his shares exchanged for money or other property of the Company, or

	(b)	the Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section 179 of the Act.

6.3	Sections 60, 61 and 62 of the Act shall not apply to the Company.

6.4	The Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

6.5	All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

6.6	Treasury Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.

6.7	Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of Directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

7	MORTGAGES AND CHARGES OF SHARES

7.1	A Member may by an instrument in writing mortgage or charge his Shares.

7.2	There shall be entered in the share register at the written request of the Member:

	(a)	a statement that the Shares held by him are mortgaged or charged;

	(b)	the name of the mortgagee or chargee; and

	(c)	the date on which the particulars specified in subparagraphs (a) and (b) are entered in the share register.

7.3	Where particulars of a mortgage or charge are entered in the share register, such particulars may be cancelled:

(a)

with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

	(b)	upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the Directors shall consider necessary or desirable.

7.4	Whilst particulars of a mortgage or charge over Shares are entered in the share register pursuant to this Regulation:

	(a)	no transfer of any Share the subject of those particulars shall be effected;

	(b)	the Company may not purchase, redeem or otherwise acquire any such Share; and

	(c)	no replacement certificate shall be issued in respect of such Shares,

	without the written consent of the named mortgagee or chargee.

8	MEETINGS AND CONSENTS OF MEMBERS

8.1	Any Director of the Company may convene meetings of the Members at such times and in such manner and places within or outside the British Virgin Islands as the Director considers necessary or desirable.

8.2	Upon the written request of the Members entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the Directors shall convene a meeting of Members.

8.3	The Director convening a meeting of Members shall give not less than 7 days’ written notice of such meeting of Members to:

	(a)	those Members whose names on the date the notice is given appear as Members in the share register of the Company and are entitled to vote at the meeting; and

	(b)	the other Directors.

8.4	The Director convening a meeting of Members shall fix in the notice of the meeting the record date for determining those Members that are entitled to vote at the meeting.

8.5	A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.

8.6	The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Member or another Director, or the fact that a Member or another Director has not received notice, does not invalidate the meeting.

8.7	A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.

8.8	The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

8.9	The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy.

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

I/We being a Member of the above Company HEREBY APPOINT ……………………………………………………………………………..…… of ……………………………………………….…………..………… or failing him …..………………………………………………….…………………….. of ………………………………………………………..…..…… to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this …… day of …………..…………, 20……

……………………………

Member

8.10	The following applies where Shares are jointly owned:

	(a)	if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;

	(b)	if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

	(c)	if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears first (or earliest) in the share register in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.

8.11	A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other. All persons seeking to attend and participate in a meeting at a virtual place shall be responsible for maintaining adequate facilities to enable them to do so, and any inability of a person or persons to attend or participate in meeting by way of digital or Electronic Communications equipment or software or other facilities shall not invalidate the proceedings of that meeting.

8.12	A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members.

8.13	If within two hours from the time appointed for the meeting of Members, a quorum is not present, the meeting, at the discretion of the Chairman of the Board of Directors shall either be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares entitled to vote or each class or series of Shares entitled to vote, as applicable, on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the Chairman of the Board of Directors.

8.14	At every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting. The chairman of the meeting shall be deemed to be present in person at the meeting if he or she participates by telephone or other electronic means and all Members participating in the meeting are able to communicate with the chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, either physically in person, by telephone or other electronic means, if appropriate, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Member or representative of a Member present shall take the chair.

8.15	The person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting from time to time, and from place to place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined to be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.

8.16	At any meeting of the Members the chairman of the meeting is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

8.17	Subject to the specific provisions contained in this Regulation for the appointment of representatives of Members other than individuals the right of any individual to speak for or represent a Member shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the Directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Member or the Company.

8.18	Any Member other than an individual may by resolution of its Directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member could exercise if it were an individual.

8.19	The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded.

8.20	Directors of the Company may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.

8.21	Until the consummation of the Company’s IPO, any action that may be taken by the Members at a meeting may also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented to the resolution by signed counterparts. Following the Company’s IPO, any action required or permitted to be taken by the Members of the Company must be effected by a meeting of the Company, such meeting to be duly convened and held in accordance with these Articles.

9	DIRECTORS

9.1	The first Directors of the Company shall be appointed by the first registered agent within 30 days of the incorporation of the Company; and thereafter, the Directors shall be elected by Resolution of Members or by Resolution of Directors for such term as the Members or Directors determine.

9.2	No person shall be appointed as a Director of the Company unless he has consented in writing to act as a Director.

9.3	The minimum number of Directors shall be one and there shall be no maximum number of Directors.

9.4	Each Director holds office for the term, if any, fixed by the Resolution of Members or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, resignation or removal.

9.5	A Director may be removed from office with or without cause by:

	(a)	a Resolution of Members passed at a meeting of Members called for the purposes of removing the Director or for purposes including the removal of the Director; or

	(b)	a Resolution of Directors passed at a meeting of Directors.

9.6	A Director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice. A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting as a Director under the Act.

9.7	The Directors may at any time appoint any person to be a Director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.

9.8	A vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office prior to the expiration of his term of office.

9.9	The Company shall keep a register of Directors containing:

	(a)	the names and addresses of the persons who are Directors of the Company;

	(b)	the date on which each person whose name is entered in the register was appointed as a Director of the Company;

	(c)	the date on which each person named as a Director ceased to be a Director of the Company; and

	(d)	such other information as may be prescribed by the Act.

9.10	The register of Directors may be kept in any such form as the Directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of Directors.

9.11	The Directors, or if the Shares (or depository receipts therefore) are listed or quoted on a Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee thereof, may, by a Resolution of Directors, fix the emoluments of Directors with respect to services to be rendered in any capacity to the Company.

9.12	A Director is not required to hold a Share as a qualification to office.

10	POWERS OF DIRECTORS

10.1	The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors of the Company. The Directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Members.

10.2	If the Company is the wholly owned subsidiary of a holding company, a Director of the Company may, when exercising powers or performing duties as a Director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

10.3	Each Director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

10.4	Any Director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.

10.5	The continuing Directors may act notwithstanding any vacancy in their body.

10.6	The Directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

10.7	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

10.8	Section 175 of the Act shall not apply to the Company.

11	PROCEEDINGS OF DIRECTORS

11.1	Any one Director of the Company may call a meeting of the Directors by sending a written notice to each other Director.

11.2	The Directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides.

11.3	A Director is deemed to be present at a meeting of Directors if he participates by telephone or other electronic means and all Directors participating in the meeting are able to hear each other.

11.4	A Director may by a written instrument appoint an alternate who need not be a Director, any such alternate shall be entitled to attend meetings in the absence of the Director who appointed him and to vote or consent in place of the Director until the appointment lapses or is terminated.

11.5	A Director shall be given not less than three days’ notice of meetings of Directors, but a meeting of Directors held without three days’ notice having been given to all Directors shall be valid if all the Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting.

11.6	A meeting of Directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of Directors, unless there are only two Directors in which case the quorum is two.

11.7	If the Company has only one Director the provisions herein contained for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole Director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

11.8	At meetings of Directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the Directors present shall choose one of their number to be chairman of the meeting. If the Directors are unable to choose a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate Director shall be deemed to be the same age as the Director that he represents) shall take the chair.

11.9	An action that may be taken by the Directors or a committee of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing by all Directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to the resolution by signed counterparts.

12	COMMITTEES

12.1	The Directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

12.2	The Directors have no power to delegate to a committee of Directors any of the following powers:

	(a)	to amend the Memorandum or the Articles;

	(b)	to designate committees of Directors;

	(c)	to delegate powers to a committee of Directors;

	(d)	to appoint Directors;

	(e)	to appoint an agent;

	(f)	to approve a plan of merger, consolidation or arrangement; or

	(g)	to make a declaration of solvency or to approve a liquidation plan.

12.3	Regulations 12.2(b) and (c) do not prevent a committee of Directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

12.4	The meetings and proceedings of each committee of Directors consisting of 2 or more Directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

13	OFFICERS AND AGENTS

13.1	The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer (in each case there may be more than one of such officers), one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

13.2	The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board (or Co-Chairman, as the case may be) to preside at meetings of Directors and Members, the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be) to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be) but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer (or Co-Chief Executive Officer, as the case may be), the secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

13.3	The emoluments of all officers shall be fixed by Resolution of Directors.

13.4	The officers of the Company shall hold office until their death, resignation or removal. Any officer elected or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

13.5	The Directors may, by a Resolution of Directors, appoint any person, including a person who is a Director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the Directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the matters specified in Regulation 12.1. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

14	CONFLICT OF INTERESTS

14.1	A Director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors of the Company.

14.2	For the purposes of Regulation 14.1, a disclosure to all other Directors to the effect that a Director is a member, Director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

14.3	A Director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

	(a)	vote on a matter relating to the transaction;

	(b)	attend a meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the meeting for the purposes of a quorum; and

	(c)	sign a document on behalf of the Company, or do any other thing in his capacity as a Director, that relates to the transaction,

		and, subject to compliance with the Act and these Articles shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

15	INDEMNIFICATION

15.1	Subject to the limitations hereinafter provided the Company may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and Expenses of any type or nature whatsoever, any person who:

	(a)	is or was a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was a Director, officer, key employee, adviser of the Company or who at the request of the Company; or

	(b)	is or was, at the request of the Company, serving as a Director of, or in any other capacity is or was acting for, another Enterprise.

15.2	The indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the Indemnitee had no reasonable cause to believe that his conduct was unlawful.

15.3	The decision of the Directors as to whether an Indemnitee acted honestly and in good faith and with a view to the best interests of the Company and as to whether such Indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

15.4	The termination of any Proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the relevant Indemnitee did not act honestly and in good faith and with a view to the best interests of the Company or that such Indemnitee had reasonable cause to believe that his conduct was unlawful.

15.5	The Company may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any Indemnitee or who at the request of the Company is or was serving as a Director, officer or liquidator of, or in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has or would have had the power to indemnify him against the liability as provided in these Articles.

16	RECORDS

16.1	The Company shall keep the following documents at the office of its registered agent:

	(a)	the Memorandum and the Articles;

	(b)	the share register, or a copy of the share register;

	(c)	the register of Directors, or a copy of the register of Directors; and

	(d)	copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.

16.2	If the Company maintains only a copy of the share register or a copy of the register of Directors at the office of its registered agent, it shall:

	(a)	within 15 days of any change in either register, notify the registered agent in writing of the change; and

	(b)	provide the registered agent with a written record of the physical address of the place or places at which the original share register or the original register of Directors is kept.

16.3	The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine:

	(a)	minutes of meetings and Resolutions of Members and classes of Members;

	(b)	minutes of meetings and Resolutions of Directors and committees of Directors; and

	(c)	an impression of the Seal, if any.

16.4	Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

16.5	The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

17	REGISTERS OF CHARGES

17.1	The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

	(a)	the date of creation of the charge;

	(b)	a short description of the liability secured by the charge;

	(c)	a short description of the property charged;

	(d)	the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

	(e)	unless the charge is a security to bearer, the name and address of the holder of the charge; and

	(f)	details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

18	CONTINUATION

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

19	SEAL

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

20	ACCOUNTS AND AUDIT

20.1	The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

20.2	The Company may by Resolution of Members call for the Directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

20.3	The Company may by Resolution of Members call for the accounts to be examined by auditors.

20.4	If the Shares are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the Directors shall establish and maintain an audit committee as a committee of the Board of Directors, the composition and responsibilities of which shall comply with the rules and regulations of the SEC and the Designated Stock Exchange subject to any available exemptions therefrom and the operation of the Act. The audit committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

20.5	If the Shares are listed or quoted on a Designated Stock Exchange that requires the Company to have an audit committee, the Directors shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

20.6	If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and, if required, shall utilise the audit committee for the review and approval of potential conflicts of interest.

20.7	If applicable, and subject to applicable law and the rules of the SEC and the Designated Stock Exchange:

	(a)	at the AGM or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor who shall hold office until the Members appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall during, his continuance in office, be eligible to act as auditor;

	(b)	a person, other than a retiring auditor, shall not be capable of being appointed auditor at an AGM unless notice in writing of an intention to nominate that person to the office of auditor has been given not less than ten days before the AGM and furthermore the Company shall send a copy of such notice to the retiring auditor; and

	(c)	the Members may, at any meeting convened and held in accordance with these Articles, by resolution remove the auditor at any time before the expiration of his term of office and shall by resolution at that meeting appoint another auditor in his stead for the remainder of his term.

20.8	The remuneration of the auditors shall be fixed by Resolution of Directors in such manner as the Directors may determine or in a manner required by the rules and regulations of the Designated Stock Exchange and the SEC.

20.9	The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not:

	(a)	in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

	(b)	all the information and explanations required by the auditors have been obtained.

20.10	The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members.

20.11	Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the Directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

20.12	The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented.

21	NOTICES

21.1	Any notice, information or written statement to be given by the Company to Members may be given by personal service by mail, facsimile or other similar means of Electronic Communication, addressed to each Member at the address shown in the share register.

21.2	Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

21.3	Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

22	VOLUNTARY WINDING UP

The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.

Incorporator

Nicholas Messum

Authorised Signatory

Tricor Services (BVI) Limited

2/F, Palm Grove House

P.O. Box 3340

Road Town, Tortola

British Virgin Islands

EX-10.1 4 ex10-1.htm

Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

LOBO EV TECHNOLOGIES LTD.

This Indemnification Agreement (this “Agreement”), made and entered into as of the ______________day of ______________, 2022, by and between LOBO EV TECHNOLOGIES LTD., an exempted company with limited liability under the laws of British Virgin Islands (the “Company”) and______________ (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries and affiliates from certain liabilities.

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the eighth amended and restated memorandum and articles of association of the Company (as may from time to time be supplemented and amended) (the “Memorandum and Articles”) and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the Amended and Restated Memorandum and Articles and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

(a) As used in this Agreement:

“Change of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board by approval of at least two-thirds of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders of the Company of a complete liquidation of the Company; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

“Continuing Director” means each director on the Board on the date hereof.

“Corporate Status” means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” means (i) the Company, (ii) any of the Company’s subsidiaries and affiliates, and (iii) any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Memorandum and Articles, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. For the avoidance of doubt, Expenses, however, shall not include any Liabilities.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any judgments, fines, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, penalties or amounts paid in settlement).

“Proceeding” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

(b) For the purposes of this Agreement:

References to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any of the Company’s subsidiaries, affiliates, an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

ARTICLE 2

SERVICES BY INDEMNITEE

Section 2.01. Services By Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed. Indemnitee hereby agrees to serve or continue to serve as an officer of the Company until such time as Indemnitee’s employment is terminated for any reason.

ARTICLE 3

INDEMNIFICATION

Section 3.01. General. (a) The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law. The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by any provision of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”) or the corresponding provision of any successor statute, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

(b) Witness Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

(c) Expenses as a Party Where Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. All such indemnification against Expenses shall be offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02. Exclusions. Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, regardless of whether the securities are subject to the requirements of such provisions; or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

(b) except as otherwise provided in Sections 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;

(c) to the extent that Indemnitee is indemnified and actually received such payment other than pursuant to this Agreement;

(d) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for fraud or willful default in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as such court shall deem proper;

(e) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(f) on account of Indemnitee’s conduct which is finally adjudged to have been intentional misconduct, a knowing violation of applicable law or a transaction from which Indemnitee derived an improper personal benefit; or

(g) arising out of Indemnitee’s breach of an employment agreement or any other agreement with the Company (if any) or, if applicable, any subsidiary or affiliate of the Company.

ARTICLE 4
ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

Section 4.01. Advances. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within 30 Business Days after the receipt by the Company of each statement in writing requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements in writing to the Company to support the advances claimed. Any excess of the advanced Expenses over the actual Expenses will be promptly repaid to the Company. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement; as used in this Section and this Agreement, the term “Business Day” shall have the meaning given to it under the Memorandum and Articles.

Section 4.02. Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Section 4.03. Defense of Claims. The Company will be entitled to participate in the Proceeding at its own expense. Upon the delivery of written notice by the Company to Indemnitee, the Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), except for such Proceeding brought by the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel shall be borne by the Company. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any Proceeding if the Company was not given a reasonable and timely opportunity to participate in the defense and/or settlement of such Proceeding.

ARTICLE 5

PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 5.01. Notification; Request For Indemnification. As a condition precedent to Indemnitee’s right to obtain indemnification under this Agreement, (a) as soon as reasonably practicable after receipt by Indemnitee of a written notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding; and

(b) Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder and such information as reasonably requested by the Company; such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

Section 5.02. Determination of Entitlement. (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 calendar days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 Business Days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

(b) If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(i)(B) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected by the Company in which case the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 Business Days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 Business Days after the submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain Proceedings. (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within the sixty (60) calendar day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

ARTICLE 6
REMEDIES OF INDEMNITEE

Section 6.01. Adjudication or Arbitration. (a) In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) Business Days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) Business Days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by the Shanghai International Arbitration Center.

(b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee in writing, shall advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

ARTICLE 7
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Section 7.01. D&O Liability Insurance. To the extent that the Company maintains a policy or policies of insurance (“D&O Liability Insurance”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any other director or officer under the D&O Liability Insurance. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or hereafter in effect if and to the extent that Indemnitee has actually received such payment under any valid and enforceable D&O Liability Insurance.

Section 7.02. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance providing liability insurance for Indemnitee obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage that affect Indemnitee’s interests. Notwithstanding anything to the contrary in this Agreement, the Company shall have no obligation to obtain or maintain D&O Liability Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage is reduced by exclusions so as to provide an insufficient benefit.

ARTICLE 8
MISCELLANEOUS

Section 8.01. Non-exclusivity of Rights. The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Memorandum and Articles, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02. Insurance and Subrogation. (a) If, at the time the Company receives notice of a claim hereunder, the Company has D&O Liability Insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy (including without limitation to policies of the D&O Liability Insurance) or other indemnity provision.

Section 8.03 The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving as a director, officer, trustee, partner, managing member, fiduciary or board of directors’ committee member of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Section 8.04. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 8.04 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

Section 8.05. Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable law.

Section 8.06. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Memorandum and Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 8.08. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

Section 8.10. Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(c) The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue during the period Indemnitee is an officer and/or a director of the Company or is or was serving at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such Indemnitee.

Section 8.11. Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the People’s Republic of China, without regard to its conflict of laws rules.

Section 8.12. Consent to Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, each of the parties to this Agreement irrevocably agrees that the courts of the People’s Republic of China shall have nonexclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with this Agreement, and, for such purposes, irrevocably submits to the nonexclusive jurisdiction of such courts.

Section 8.13. Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 8.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 8.15. U.S. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the “SEC”) prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee also understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Section 8.16. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

Section 8.17. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

	LOBO EV TECHNOLOGIES LTD.

	By:
	Name:
	Title:

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

	INDEMNITEE

EX-10.2 5 ex10-2.htm

Exhibit 10.2

Contract No.: GZXJS-ZUK2021016

House Lease Contract of Guangzhou City

S. Z. B. No. 20221316040100222

Article I Parties to the Contract

Lessor (Patty A): Guangzhou New Technology Institute

Lessee (Patty B): Guangzhou LOBO Intelligent Technology Co., Ltd.

According to the relevant national, provincial and municipal laws and regulations and the relevant stipulations, and based on the principles of equality and voluntariness, Party A and Party B have entered into this Contract through negotiation and shall jointly comply with this Contract.

Article II Party A agrees to lease the house property located at Room 511, No. 12, Keyan Road, Huangpu District, Guangzhou (real estate right certificate No. 0510000790) to Party B for office purpose; building (or usable) area 72,83 m², shared building area_/_m².

Article III The Parties agree the lease term, rental (including tax) as follows:

	Monthly rental (currency: RMB)
Lease term	In numbers	In words
From January 1, 2022 to December 31, 2023	¥2548	RMB two thousand five hundred and forty-eight exactly
From January 1, 2024 to December 31, 2024	¥2693	RMB two thousand six hundred and ninety-three exactly
From January 1, 2025 to December 31, 2025	¥2839	RMB two thousand eight hundred and thirty-nine exactly
From January 1, 2026 to December 31, 2026	¥2984	RMB two thousand nine hundred and eighty-four exactly

Note: the rental shall be no less than the third party appraisal value in the year when this Contract is signed.

Rental shall be paid by month (month, quarter, year) Party B shall on the 15^th day if every month (month, quarter, year), pay the rental of current month to Party A by cheque/transfer.

Article IV Party B shall pay (RMB) 6,844 to Party A as deposit. (The deposit shall be twice the sum of the monthly rental and monthly comprehensive service fee of initial year)

Account number and name as follows:

Account name: Guangzhou New Technology Institute

Account No.: 44032201040002293

Opening bank: Agricultural Bank of China Guangzhou Dengfeng Sub-branch

Article V Main Duties of the Parties:

1. The Parties shall perform the provisions and obligations as set forth in Civil Code of the People’s Republic of China, Regulations of Guangdong Province on Urban House Leasing, Regulations of Guangzhou on House Leasing Management and the relevant laws and regulations.

2. The Parties shall cooperate with relevant departments in terms of property leasing, property safety, fire fighting, security, family planning, investigating and treating the production and sales of counterfeit and shoddy goods.

Article VI Rights and Obligations of Party A

1. Party A shall pay the house property and equipment to Party B “as is” according to the provisions hereof. If Party A fails to deliver the house property as scheduled herein, it shall assume the liabilities for breach according to law.

2. The liability of repair of Party A: Party A shall repair the wear and tear of the main structure of the house property and the facilities and equipment owned by Party A due to the normal use of Party B, and shall assume corresponding expenses.

3. If Party A finds that Party B changes the structure or purpose of the house property without permission, or if Party B fails to pay rental, comprehensive service fee, electricity charges, etc. (including failure to pay in full) for more than 40 days of delay, Party A has the right to dissolve this Contract and take back the house property. If Party B fails to pay up any expenses, Party A has the right to retain the things of Party B.

Article VII Rights and Obligations of Party B

1. Party B shall prior to the 15^th day of every month, pay up comprehensive service fee, electricity charges, etc. to Party A.

(1) Comprehensive service fee shall be 12 Yuan/m² every month, namely 874 Yuan/month, including the cleaning, greening, elevator of public places as well as public water charges.

(2) Electricity charges are paid according to the charging standards of power supply department (electricity charges of each period = reading of user’s electric meter * electricity unit price). If the power supply department adjusts electricity unit price, Party B agrees that Party A should adjust according to the regulations. In addition, the Parties agree through negotiation that Party B should otherwise pay power equipment maintenance fee (power equipment maintenance fee of each period = electricity charges of each period * 20%) to party A as schedule according to Party B’s electricity consumption.

2. Party B shall pay rental and comprehensive service fee, etc. as scheduled herein; otherwise, Party B shall assume the liabilities for breach according to law.

3. The decoration scheme made by Party B in respect of the house property shall be submitted to Party A for registration, and Party B may decorate the house property with Party A’s consent. If the Contract is not renewed after the expiration of the lease term, the facilities that have been decorated into walls may not be removed (except equipment and air-conditioner), but shall be owned and disposed of by Party A itself. Decoration shall conform to the fire-fighting requirements, and shall be submitted to the fire-fighting department for approval, and shall have fire precautions.

4. Party B’s liability of repair: (1) Party B shall repair and maintain the ornaments and decorations, equipment and facilities added by Party B to the house property, and the facade image ornaments and decorations owned by Party B, and shall assume corresponding expenses; (2) in the house property or public places, Party B shall comply with the relevant laws and regulations about safety, hygiene and fire fighting, and shall assume or compensate for the losses resulting from Party B’s cause; (3) Party B shall provide own fire extinguishers in the house property by itself (one 4kg fire extinguisher or two 2kg fire extinguishers shall be provided for the house property with an area of less than 50 m², and at least two 4kg fire extinguishers shall be provided for the house property with an area of more than 50 m²); (4) if the existing main structure of the house property and the facilities and equipment owned by Party A are damaged due to Party B’s improper use, Party B shall repair and maintain and assume the corresponding expenses.

5. Upon the expiration of the lease term, Party B shall return the house property to Party A; if Party B needs to continue renting the house property, it shall be implemented according to the relevant regulations about state-owned assets management.

6. Party B shall use the house property only for the purpose as specified herein, and may not sublease or sublet the house property; otherwise, Party A has the right to unilaterally dissolve this Contract.

Article VIII Miscellaneous:

1. Because the place where Party A’s house property is located belongs to the technology enterprise incubator registered in Guangzhou, Party B agrees that if Party B meets the conditions of incubated enterprise, Party B should sign an incubation agreement (in three originals) with Party A at the time of signing this Contract and should implement such agreement.

2. The Parties both agree and confirm that if Party B fails to pay rental, comprehensive service fee and/or other payables (including failure to fully pay) for more than 40 days of delay, Party A should also have the right to directly treat as follows: (1) Party A unilaterally dissolves this Contract by a notice to Party B (way of service including but not limited to: if sent by post, the date of sign-off shall be date of service; if delivered in person, the date when the notice is signed off by Party B or its employee shall be date of service; if delivered through the house property, the date when the notice is pasted at the entrance and exit of the house property shall be the date of service); (2) this Contract shall be terminated as soon as Party A has delivered the notice of termination to Party B according to this Article; (3) after the termination of this Contract, Party A has the right to deduct all the arrears of Party B from the deposit paid by Party B immediately. After such deduction, if the deposit has any balance, Party A does not need to refund it to Party B; (4) after the termination of this Contract, Party B shall move out of the house property and return the house property to Party A as agreed herein; (5) Party B has no objection to this article, and Party B undertakes that it will not/shall not delay or refuse to perform this article on the ground of its own business status, business environment, etc., or make any form of defense accordingly, and Party A does not need to pay any form of compensation/indemnification to Party B for the termination of this Contract; (6) if Party B has actual financial difficulties and has no record of rent arrears in the past, Party B can apply to Party A and delay the payment after Party A’s approval (the delay period shall not exceed 1 month).

3. Upon the expiration of the lease term or the dissolution of this Contract, Party A shall refund the deposit to Party B without interest after Party B returns the deposit receipt, provided that Party B has no breach of this Contract and has settled up relevant expenses (including the expenses payable by Party B, and compensation for the damage of ancillary things or facilities) and moved out of the house as scheduled herein. If Party B fails to pay up relevant expenses according to this Contract or Party A sustains any losses due to Party B’s cause, Party A has the right to directly deduct relevant expenses from the deposit; if the deposit is insufficient, Party B shall make up according to the reality.

4. When Party B throws the lease, it must return the deposit receipt, and Party A shall refund the deposit without interest. If Party B loses the deposit receipt, Party A has the right to suspend the refund of deposit, until the Parties properly resolve through negotiation.

5. If the lease term expires or other cause for termination as specified herein appears, Party B shall within 7 days after the termination of this Contract, return the house property to Party A. If Party B fails to take away its properties in the house and the ornaments and decorations that are not attached to the house as scheduled, Party B will be deemed to waive the ownership of relevant properties and ornaments and decorations, and Party A has the right to dispose of them (including but not limited to discard, sale, lien, etc.), and offset the expenses payable by Party B with the gains from the disposal; the disposal expenses and all losses and responsibilities arising therefrom shall be assumed by Party B.

6. Party B needs to unilaterally dissolve this Contract early for a special cause:

(1) (On the precondition that “there are no arrears”) Party B shall notify Party A in writing 60 days in advance and pay up all expenses, and the Parties shall sign an agreement to early dissolve this Contract;

(2) Party B shall pay half month’s rental as penalty (on the early dissolution date of the Contract); however, the penalty can be exempted under the following circumstances:

1 The incubated enterprise becomes a graduate enterprise after being incubated by the central incubator (recognized according to relevant policies)

2 Enterprise that needs to expand the site in the central incubator park and exchange small office for a large one

3 Other special conditions that meet the policies

The deposit will be refunded to Party B without interest after deducting penalty (no deduction if penalty is exempted) provided that Party B has not breached the aforesaid condition (1) (namely Party B has no act of breach until it has moved out of the house property). In case of any breach, the provisions of Item (1) (2) of this article are not applicable any more, and Party A has the right to otherwise treat according to the Contract;

(3) If Party B unilaterally dissolves this Contract early not due to Item (1) of this article, it shall be treated according to Item (3) to (5) of Clause 2 of Article VIII hereof.

Article IX If either party hereto fails to perform any provision hereof or violates the relevant laws and regulations and still fails to perform within the reasonable period after the receipt of notice from the other party, the losses arising therefrom shall be assumed by the responsible party.

Article X If during the lease term, the Contract cannot be performed due to force majeure, the Parties shall timely treat through negotiation according to the relevant laws and regulations.

Article XI This Contract is made in six originals, three for Party A, two for Party B, and one for the street (town) house lease management service center for registration.

Article XII Any dispute arising during the performance of this Contract shall be settled by the Parties through negotiation; in case negotiation fails, either party hereto may lodge a suit to the people’s court of the place where Party A is located.

Article XIII This Contract shall become effective upon being signed and sealed by the Parties.

Article XIV For any matter not covered herein, the Parties may otherwise sign a supplementary agreement through negotiation.

Party A (Signature and Seal): Guangzhou New Technology Institute		Party B (Signature and Seal): Guangzhou LOBO Intelligent Technology Co., Ltd.
Legal Representative:		Legal Representative:
Credential Number:		Credential Number: 445221198508157099
Entrusted Agent:		Entrusted Agent:
Credential Number: 440102196309174410		Credential Number
Address: No. 12, Keyan Road, Guangzhou		Address: No. 12, Keyan Road, Guangzhou
Tel: 32068051		Tel: 18027191144
January 4, 2022		January 5, 2022

Business License

(Duplicate)

No.: S0132014028464(l-l)

Uniform Social Credit Code: 91440101455348281G

Name		Guangzhou New Technology Institute

Type		Ownership by the whole people

Address		No. 42, Luyuan Road, Yuexiu District, Guangzhou

Legal Representative		Fan Xiaohong

Registered Capital		RMB 5,700,000.00

Date of Establishment		October 13, 1993

Period of Operation		Long term since October 13, 1993

Business Scope		Specialized technical service industry (please visit Guangzhou commercial subject information publicity platform to inquire the specific operating activities. The item that must be approved according to law may not be operated unless and until such approval has been obtained from relevant department.)

Registration Authority

March 1, 2016

Enterprise credit information publicity system website: http://www.gsxl.gov.cn

Made under the supervision of the General Administration for Industry and Commerce of the People’s Republic of China

EX-10.3 6 ex10-3.htm

Exhibit 10.3

Plant Lease Contract

Lessor (Party A): Tianjin Junli Electric Vehicle Co., Ltd.

Address: Room 1304, Tower B, Junli Building, Wuqing District, Tianjin Municipality

Legal Representative: Luo Yuangui

Tel: 13920291567

Lessee (Party B): Beijing LOBO Intelligent Robot Co., Ltd.

Address: Room 944, Floor 9, Weiya Building, No. 29, Suzhou Street, Haidian District, Beijing Municipality

Legal Representative: Xie Huiyan

Tel: 15120086744

Whereas

Party A owns a plant that belongs to collective land, and subleases a part of this plant to Party B with the consent of villagers’ committee, for the purpose of producing electric bicycles. According to Contract Law of the People’s Republic of China and the relevant laws and regulations, Party A agrees to lease the plant that it enjoys lawful rental right (hereinafter referred to as Leased Plant) to the Lessee, and the Lessee agrees to rent the Leased Plant “as is”. In order to specify the rights and obligations of the Lessor and the Lessee, the Parties have entered into this Contract through negotiation.

I. Address, Area and Purpose of the Plant

1. According to the terms and conditions of this Contract, the Lessor agrees to lease and the Lessee agrees to rent the plant on the opposite side of No. 10, Beicai Village, Nancun Town, Wuqing District, Tianjin Municipality.

2. The building area of the Leased Plant is 3,000.00 m²; usable floor area is about 3,000,00 m². The Parties agree that the rental of the Leased Plant or other amount calculated according to the area of the Leased Plant should be based on the building area as specified in this article. Because the Plant is self-built house on collective land, the Lessor will not provide land certificate or house ownership certificate. The Leased Plant includes all forms of self-built houses, and the area is subject to being agreed by the Parties.

3. The Leased Plant shall be used for electric bicycles production, warehouse and office purpose; the Lessee may not use the Leased Plant for any purpose other than electric bicycles production, warehouse and office.

4. The Lessee has conducted on-site survey to the Leased Plant and confirms that the Leased Plant meets the Lessee’s use requirements; the Leased Plant passes quality inspection, and the Lessee agrees to rent the Leased Plant “as is”.

II. Lease Term

1. The lease term shall be 1_year from August 1, 2022 (hereinafter referred to as “State Date of Lease”) to July 31, 2023, 12 months in total (hereinafter referred to as “Expiry Date of Lease Term”).

2. The Lessor shall deliver the Leased Plant to the Lessee before the start date of lease.

III. Payment for Rental

1. Rental: the rental of the Leased Plant shall be paid by year (including water charges, electricity charges, heating charges), namely RMB 200,000.00 per year in total.

2. Payment for rental: the Lessee shall pay rental every three months, namely RMB 50,000.00. Initial rental shall be paid within 5 days after the signing of this Contract; thereafter, the Lessee shall pay the rental of each period within the first 5 days of the first month of such period.

4. During the contract period, the rental will not be adjusted.

IV. Repair and Maintenance of the Leased Plant

The Lessee shall be liable for the repair and maintenance of the doors and windows, internal ceilings, internal walls, floor, power equipment, water supply facilities, heating facilities, fire fighting facilities, kitchen facilities, floor waterproof, pipes, guardroom, ancillary rooms and relevant supporting equipment and facilities, the parts inside and outside the plant that are decorated or reconstructed by the enterprise, and other relevant equipment and facilities provided to the Lessee, and shall assume relevant expenses.

V. Renewal

1. Provided that the Lessee does not breach any provision of this Contract, the Lessee enjoys the priority to continue renting the Leased Plant after the expiration hereof; however, the rental of renewal shall be otherwise agreed by the Parties according to market price.

2. If Party B needs to stop renting, it shall send a 3 months prior notice to the Lessor and empty the Plant itself; otherwise, the rental will be automatically extended for six months. Party B may renew the lease contract, provided that the period of renewal will be no more than the period under the house lease contract as signed by Party A and local villagers’ committee, namely no more than December 31, 2025. If Party B fails to sign renewal contract within six months, Party A will unconditionally take back the Leased Plant upon the expiration hereof.

3. After the Lessor has received the request for renewal from the Lessee, the Parties shall sign a new contract.

4. Party A may not terminate the lease without good cause midway.

VI. Rights and Obligations

1. During the lease term, the Lessor shall provide water, electricity and heating facilities to the Lessee.

2. During the lease term, without prejudice to relevant national and local laws and regulations and the industrial standards, the Lessor permits the Lessee to reconstruct and decorate the interior of the Leased Plant in part within the scope of lease, provided that such reconstruction and decoration made by the Lessee shall not damage the load-bearing walls, main structure or safety of the Leased Plant. However, the Lessee must submit reconstruction and decoration scheme in advance, and may implement such scheme after obtaining written consent from the Lessor. If the Lessee is required to obtain approval from environmental protection, safety, fire fighting, power, health, construction departments, it shall also obtain examination and approval from relevant competent department in advance. Upon the expiration of the lease term or the early dissolution of this Contract, the movable equipment and facilities added by the Lessee may be removed and taken away by the Lessee within the specified time, but may not damage the Leased Plant; otherwise, the Lessee shall compensate for the losses arising therefrom or restore the Leased Plant to its original state; the ornaments and decorations that cannot be removed and relevant ancillary facilities shall be owned by the Lessor without compensation. In no event should the Lessor pay any compensation or indemnification to the Lessee.

3. During the lease term, without the written consent of the Lessor and the examination and approval of relevant competent department, the Lessee may not build, rebuild, expand any building or structure within the Leased Plant; otherwise, the Lessee shall assume the punishment made by relevant competent department, and the Lessor and the relevant department have the right to require the Lessee to remove or restore to the original state, and the Lessor has the right to dissolve this Contract. Whether the Lessor agrees in writing or not, the building and structure that are newly built, rebuilt, expanded by the Lessee shall be owned by the Lessor without compensation after the expiration of the lease term or the early termination of this Contract, and the Lessor needs to pay no compensation or indemnification.

4. If the Lessee needs to release advertisement (such as neon light, light box and signboard, etc.) on the top, exterior, front wall of the Leased Plant, the Lessee shall obtain the prior written consent from the Lessor, and apply to the relevant governmental department for advertisement procedures, and the Lessee shall assume the responsibilities and obligations arising therefrom and ensure the safety and lawfulness of such advertisement board. The Lessee shall resolve the personal injury/death, property loss or controversy with neighboring party due to means of advertising, and shall fully assume the liability of compensation. The Lessee may handle return procedures provided that the Lessee shall properly resolve the matters relating thereto according to the Lessor’s requirements prior to the expiration of the lease term or the dissolution of this Contract; otherwise, the lease deposit will not be refunded.

5. Without the permission of relevant competent department, the Lessee may not store dangerous chemicals, flammables and explosives, dangerous articles, prohibited articles, etc. in the Leased Plant; otherwise, the Lessor has the right to unilaterally dissolve this Contract, and all losses and responsibilities arising therefrom shall be assumed by the Lessee, and the remaining rental will not be refunded.

VII. Liabilities for Breach

2. During the lease term, in case of any of the following events, the Lessor has the right to unilaterally dissolve this Contract:

(1) The Lessee conducts illegal operating activities in the Leased Plant and is punished by market regulatory department, tax authority, environmental protection department, safety supervision department or other governmental department;

(2) The Leased Plant or any things therein are sealed up by the people’s court or other department due to the Lessee’s lawsuit or arbitration case;

(3) Due to the execution case against the Lessee, the Lessor has to assist in the execution and sustains losses therefore;

(4) The Lessee fails to pay any rental for more than 30 days of delay;

(5) The Lessee changes the purpose of the Leased Plant without the written consent of the Lessor;

(6) The Lessee subleases, provides or permits any third person to use, the Leased Plant without the written consent of the Lessor;

VIII. Force Majeure

If either party hereto suffers any losses due to war, earthquake, typhoon, natural disaster or other force majeure event, such party shall assume such losses itself. If the house is damaged and cannot be continuously used therefore, this Contract shall be dissolved. The Lessor shall refund the rental and deposit paid by the Lessee without interest after the Parties have up rental and other expenses.

XI. Miscellancous

1. For any matter not covered herein, the Parties may sign supplementary agreement through negotiation; such supplementary agreement shall bear the same legal force as this Contract.

2. This Contract shall become effective upon being signed by the legal representatives or authorized representatives of the Parties and stamped with official seal or special contract seal.

3. This Contract is made in two originals, one for each party hereto.

Party A (Seal): Tianjin Junli Electric Vehicle Co., Ltd.

Legal Representative or Authorized Representative (Signature):

Paily B (Seal): Beijing LOBO Intelligent Robot Co., Ltd.

Legal Representative or Authorized Representative (Signature):

EX-10.4 7 ex10-4.htm

Exhibit 10.4

House Lease Contract

Party A: Beijing Chuangfu Spring Business Service Co., Ltd.		Project Name: Beijing LOBQ Intelligent Robot Co., Ltd.
Party A’s Authorized Representative: Fan Xuemei		Party B’s Authorized Representative:
Tel:		Tel:
Fax:		Fax:
Mobile Phone: 18511370678		Mobile Phone:

Party A and Party B have entered into this Contract through friendly negotiation:

1. Party A agrees to lease the house located at Room 4122, Floor 4, Building 8, Weibohao Jiayuan, No. 1, Weigongcun Street, Haidian District, Beijing Municipality that is lawfully owned by Party A (hereinafter referred to as “House”) to Party B for the purpose of office. The building area of the house is 10 m².

2. The Parties agree through negotiation that the lease term of the House should be 1 year from June 1, 2022 to May 31, 2023; the rental shall be ¥ 18,600 (RMB eighteen thousand six hundred) every half a year. During the lease term, Party B shall conduct any and all activities strictly according to the laws and regulations of China and the provisions hereof, and may not damage any right of Party A and/or any third party.

3. On the date of signing of this Contract, Party A charges ¥ 6,200 (RMB six thousand two hundred) from Party B as lease deposit. If during the period of validity of this Contract, Party B requires early dissolving this Contract for his own cause, the lease deposit will not be refunded. ;

4. If during the performance of this Contract, Party A suffers any economic losses due to the breach of this Contract by Party B, Party A has the right to directly deduct corresponding amount from the lease deposit. Meanwhile, Party B shall make up the amount of losses and the lease deposit within fifteen days after the receipt of the notice of deduction from Party A (or Party A’s authorized agent); otherwise, it will be deemed as the default of Party B.

5. Upon the expiration of this Contract, Party A shall refund the lease deposit to Party B within ten days after Party B has paid up all expenses, rental and compensation for losses hereunder. If Party A fails to refund the lease deposit to Party B as scheduled, Party shall pay a penalty at the rate of 3% of the lease deposit that is late per day of delay. The lease deposit interest. If Party B fails to pay up the expenses, rental and/or losses hereunder, Party A has the right to deduct corresponding amount and refund the balance of the lease deposit to Party B.

6. Party A undertakes that Party B has the priority to rent the house under equal conditions. If Party B needs to continue renting the house after the expiration of this Contract, Party B shall notify Party A one month prior to the expiration hereof, and the Parties shall otherwise sign a lease contract. If the Parties dissolve this Contract upon the expiration of the period of validity hereof, Party B shall keep the house intact at the time of moving out of the house (namely ceiling, walls, carpet, air-conditioner, power distribution, etc.), and Party A will refund the balance of the lease deposit.

7. The Parties agree that Party A should charge rental from Party B per half a year in respect of the house hereunder. Party B shall on the start date of rental calculation as specified herein, pay the rental of such half a year to Party A, and thereafter shall pay rental every half a year; otherwise, Party A will charge a penalty at the rate of 3% of the amount that is late per day of delay. If the amount of arrears of Party B reaches as much as eight hundred Yuan (¥ 800) or more, Party A has the right to unilaterally dissolve this Contract, and Party B shall move out of the house unconditionally. The economic losses arising therefrom shall be assumed by Party B.

8. If Party B needs to decorate the leased house due to business needs, decoration scheme shall be approved and agreed by Party A in advance. During the decoration, Party B shall strictly comply with the regulations of the Government of Beijing Municipality about indoor decoration and ornament.

9. If the performance of this Contract cannot be continued due to force majeure event, neither party shall be held responsible.

10. Party B is not allowed to store dangerous, inflammable and prohibited articles, valuables and cash in the office. Party B is liable to consciously take care of public properties, turn off the lights and lock the door when entering and leaving the room, and properly keep its own properties.

11. Party B may not conduct any illegal activities by the use of the leased house; otherwise, all responsibilities arising therefrom shall be assumed by Party B.

12. The signing, effectiveness, interpretation, performance and dispute of this Contract shall be protected and governed by the laws of the People’s Republic of China. Any dispute arising from the performance of this Contract shall be settled by the Parties through negotiation; in case negotiation fails, such dispute may be submitted to Beijing Arbitration Commission for arbitration. Arbitral award shall be final and binding upon the Parties.

13. This Contract shall become effective as soon as the Parties have signed this Contract and Party B has paid rental and lease deposit. If after the effectiveness of this Contract, this Contract is modified according to the laws, regulations and stipulations or newly promulgated laws, regulations or stipulations have jurisdiction upon this Contract, and if either, party hereto cannot perform this Contract therefore, the Parties shall timely modify this Contract, so as to ensure that the legitimate rights and interest of either party hereto will not be damaged.

14. This Contract is made in two originals of the same legal force, one for each party hereto.

Party A:

Beijing Chuangfu Spring Business Service Co., Ltd.

Party B:

Company Seal and Signature:

Fan Xuemei

Company Seal and Signature

Date:

EX-10.5 8 ex10-5.htm

Exhibit 10.5

Contract No.: ZCGL-2022027

Office Building Lease Contract

Project Name:

Tianjin Bibosch Intelligent Technology Co., Ltd.

Lessor:

Tianjin Youdatong Operation Management Co., Ltd.

Lessee:

Tianjin Bibosch Intelligent Technology Co., Ltd.

Time of Signing:

March 30, 2022

Place of Signing:

Tianjin Wuqing Development Zone

Period of validity of this Contract:

from April 1, 2022 to March 31, 2025

Office Lease Contract

Lessor (Party A): Tianjin Youdatong Operation Management Co., Ltd.

Address: No. 8, Room 205, Building B3, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality

Legal Representative: Feng Lijun

Tel: 022-82115688

Fax: 022-82115610

Lessee (Party B):	Tianjin Bibosch Intelligent Technology Co., Ltd.
Address:	Room 403, Building H2, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality
Legal Representative:	Xie Huiyan
Tel:

According to Civil Code of the People’s Republic of China and the relevant laws and regulations, the Lessor agrees to lease the house that it enjoys lawful rental right (hereinafter referred to as Leased House) to the Lessee, and the Lessee agrees to rent the Leased House “as is”. In order to specify the rights and obligations of the Lessor and the Lessee, the Parties have entered into this Contract through negotiation.

I. Leased House and Purpose

1. According to the terms and conditions of this Contract, the Lessor agrees to lease and the Lessee agrees to rent the house located at Room 402, 403, 404, Building H2, International Enterprise Community, Wuqing Development Zone.

2. The building area of the leased house is 196 m². The parties agree that the rental of the Leased House, property management fee or other amount calculated according to the area of the Leased House should be based on the building area as specified in this article.

3. The Leased House shall be used for office purpose; the Lessee may not use the Leased House for any purpose other than office.

4. The Lessee has conducted on-site survey to the Leased House and confirms that the Leased House meets the Lessee’s use requirements; the Leased House passes quality inspection, and the Lessee agrees to rent the Leased House “as is”.

II. Lease Term

1. The lease term shall be 3 years from April 1, 2022 (hereinafter referred to as “State Date of Lease”) to March 31, 2025, 36 months in total (hereinafter referred to as “Expiry Date of Lease Term”).

2. The Lessor shall deliver the Leased House to the Lessee before the start date of lease. At the time of delivery, the authorized representatives of the Parties shall sign house delivery form.

III. Rental and Lease Deposit

1. Rental: the rental shall be RMB 30 Yuan/m 2 every month; the monthly rental of the leased house shall be RMB 5,880 in total.

2. Payment for rental: the Lessee shall pay rental every three months. Initial rental shall be paid within 5 days after the signing of this Contract; thereafter, the Lessee shall pay the rental of each period within the first 5 days of the first month of such period.

3. Lease deposit: the Lessee shall within ten days after the date of signing of this Contract, pay RMB 17,640.00 to the Lessor as lease deposit. Upon the expiration of the lease term or the early dissolution of this Contract, the Lessor shall refund the aforesaid lease deposit to the Lessee without interest within ten days after the Lessee has paid up all rental and other expenses and return the Leased House to the Lessor in good condition. If the Lessor deducts relevant expenses from the lease deposit according to this Contract, the Lessee shall make up the lease deposit within 5 days.

4. Rental and lease deposit shall be paid by T/T. The Lessee shall fully pay rental and lease deposit to the following account of the Lessor as scheduled:

Account Name: Tianjin Youdatong Operation Management Co., Ltd.

Opening Bank: Agricultural Bank of China Tianjin Wuqing Development Zone Sub-branch

Account No.: 02061601040040728

Bank No. of large amount payment: 103110006163

IV. Repair and Maintenance of the Leased House

The Lessee shall repair and maintain the interior non-structural parts of the Leased House, including floor, indoor wall whitewashing or other decoration or painting of walls and floors, the fixed devices that are owned by the Lessor, other additions, doors and windows, power equipment and pipes, and the equipment and facilities provided to the Lessee, and shall keep them in good, clean and rentable state, and shall keep the Leased House intact.

V. Renewal

1. Provided that the Lessee does not breach any provision of this Contract, the Lessee enjoys the priority to continue renting the Leased House after the expiration hereof; however, the rental of renewal shall be otherwise agreed by the Parties according to market price.

2. If the Lessee intends to exercise the priority of renewal, it shall send written request for renewal to the Lessor at least three months prior to the expiration hereof. Otherwise, the Lessee will be deemed as waiving up the priority, and the Contract will be terminated upon expiration, without further notice.

3. After the Lessor has received the written request for renewal from the Lessee, the Parties shall sign a new contract one month before the expiration hereof. If the Parties fails to sign a new contract, this Contract shall be terminated upon expiration, and the Lessor has the right to lease the Leased House to a third person.

VI. Rights and Obligations

1. During the lease term, the Lessor shall provide water supply, heating and other supporting facilities to the Lessee; the supply method, supply volume and relevant use fee shall be specified in the special contract otherwise signed by the Lessee and each supply company.

2. During the lease term, the Lessor shall provide power facilities to the Lessee, and relevant use fee shall be assumed by the Lessee. The Lessor will charge use fee according to the electric power consumption of the Lessee and the charging standards as specified by the country; the Lessee shall on the 1^st to 5^th day of each month, fully pay the electricity charges to the Lessor’s designated account.

3. During the lease term, the property management fee shall be RMB 2 every square meters of building area per month. The Lessee shall otherwise sign property service contract with property management company. The payment time and method of property service fee shall be subject to the relevant stipulations of property management company and the provisions of such contract.

4. During the lease term, the Lessor permits the Lessee to reconstruct and decorate the interior of the Leased House in part, provided that such reconstruction and decoration made by the Lessee shall not damage the load-bearing walls, main structure or safety of the Leased House. However, the Lessee must submit reconstruction and decoration scheme in advance, and may implement such scheme after obtaining written consent from the Lessor. If the Lessee is required to obtain approval from power, safety, fire fighting, health, construction departments, it shall also obtain examination and approval from relevant competent department in advance. Upon the expiration of the lease term or the early dissolution of this Contract, the movable equipment and facilities added by the Lessee may be removed and taken away by the Lessee, but may not damage the Leased Plant; otherwise, the Lessee shall compensate for the losses arising therefrom or restore the Leased House to its original state; the ornaments and decorations that have been attached to the Leased Plant shall be owned by the Lessor without compensation. In no event should the Lessor pay any compensation or indemnification to the Lessee.

5. If the Lessee needs to release advertisement (such as neon light, light box and signboard, etc.) on the top, exterior, front wall of the Leased House, the Lessee shall obtain the prior written consent from the Lessor, and apply to the relevant governmental department for advertisement procedures, and the Lessee shall assume the responsibilities and obligations arising therefrom and ensure the safety and lawfulness of such advertisement board. The Lessee shall resolve the personal injury/death, property loss or controversy with neighboring party due to means of advertising, and shall fully assume the liability of compensation. The Lessee may handle return procedures provided that the Lessee shall properly resolve the matters relating thereto according to the Lessor’s requirements prior to the expiration of the lease term or the dissolution of this Contract; otherwise, the lease deposit will not be refunded.

6. The Lessee shall strictly comply with the public order of Wuqing Development Zone, and the management regulations in terms of environmental protection, hygiene, fire fighting, safety, land management, construction, etc.; the Lessee shall cooperate with the safety supervision and examination of relevant governmental department and the Lessor during the lease term. During the lease term, the Lessee shall be the first responsible person in respect of the safety management of the Leased House.

7. The Lessor has the right to inspect the leased house by itself or by employing a third party from time to time; however, such inspection may not impact the normal operation of the Lessee; the Lessee shall give assistance, and may not obstruct without good cause. In respect of the hidden danger found by the Lessor, the Lessee shall rectify according to the Lessor’s stipulations. If the Lessee refuses to rectify, the Lessor has the right to report such hidden danger to relevant safety supervision department, and take measures to prevent the hidden danger from expanding, such as stopping the supply of water, electricity, etc., and the Lessee shall assume all losses suffered by the Parties and third party therefore.

8. Without the permission of relevant competent department, the Lessee may not use, transport or store dangerous chemicals, flammables and explosives, dangerous articles, prohibited articles, etc. in the Leased Plant; otherwise, the Lessor has the right to unilaterally dissolve this Contract, and all losses and responsibilities arising therefrom shall be assumed by the Lessee, and the remaining rental and lease deposit will not be refunded.

VII. Liabilities for Breach

1. If the Lessee fails to pay any rental, lease deposit, electricity charges or any other payables as scheduled, no matter for what reason, the Lessee shall, in addition to paying the arrears, pay a penalty to the Lessor at the rate of 0.5% of the amount that is late per day of delay, except as otherwise stated herein.

2. During the lease term, in case of any of the following events, the Lessor has the right to unilaterally dissolve this Contract:

(1) The Lessee fails to actually receive the Leased House and handle corresponding procedures within 30 days after the start date of lease, or the Lessee has received the Leased House but fails to actually conduct operating activities within 90 days after the start date of lease;

(2) The Lessee conducts illegal operating activities in the Leased House and is punished by market regulatory department, tax authority, environmental protection department, safety supervision department or other governmental department;

(3) The Leased House or any things therein are sealed up by the people’s court or other department due to the Lessee’s lawsuit or arbitration case;

(4) Due to the execution case against the Lessee, the Lessor has to assist in the execution and sustains losses therefore;

(5) The Lessee fails to pay any rental, lease deposit, electricity charges or any other amount for more than 30 days of delay;

(6) The Lessee changes the purpose of the Leased House without the written consent of the Lessor;

(7) The Lessee subleases, provides or permits any third person to use, the Leased House without the written consent of the Lessor;

(8) If the Lessee breaches of this Contract on purpose, and fails to take remedial measures or breaches of this Contract again after the receipt of the reasonable notice from the Lessor.

3. In case of the circumstance as set forth in the aforesaid Clause 2 or if the Lessee unilaterally dissolves this Contract during the lease term, the Lessee shall not only pay the rental, expenses, compensation indemnification that are due and payable hereunder, but also pay a penalty that is equal to the amount of the lease deposit to the Lessor in respect of the early dissolution of this Contract due to the breach of the Lessee. The Lessor has the right to deduct with the lease deposit having been paid by the Lessee; if the lease deposit is insufficient to offset, the Lessor has the right to recover the insufficiency.

4. On the expiry/termination date or early dissolution date of this Contract, the Lessee shall immediately empty the Leased House and return it to the Lessee in good condition. If the Lessee fails to return the Leased House as scheduled, it shall pay occupancy fee to the Lessor at 2 Yuan/m 2 per day of delay. Meanwhile, the Lessor has the right to take back the Leased House; at that time, any things left in the Leased House will be deemed as given up by the Lessee, and the Lessor has the right to dispose of such things in its sole discretion, and the expenses and losses arising therefrom shall be assumed by the Lessee.

5. If any third party interest is damaged due to non-performance or breach of this Contract by the Lessee or due to the responsibility of the Lessee, the Lessee shall compensate for any losses as suffered by the Lessor therefore.

6. If during the lease term, the Lessee cannot use the Leased House for office purpose due to the failure of the Lessor to perform any provision of this Contract, the Lessor shall exempt the Lessee from the rental of corresponding period.

7. If the Lessee violates the laws and regulations in terms of environmental protection, hygiene, fire fighting, safety, land management, construction, emergency management, etc. and the relevant management regulations of Wuqing Development Zone, the Lessor has the right to require the Lessee to rectify within the specified time; if the Lessee refuses to rectify, the Lessor has the right to cancel all preferential policies and support reward given to the Lessee.

8. If upon the expiration of the lease term or the early dissolution of this Contract, the Lessee fails to settle up any rental or other payables or fails to return the Leased House according to the specified time and standards, the Lessor enjoys the right of lien in respect of all things of the Lessee in the Leased House. The Lessee shall perform the specified duties within thirty days after the expiration of the lease term or the early termination of this Contract; otherwise, the Lessor has the right to obtain compensation from the price of auctioning or selling off the properties under lien, and expenses arising from auctioning or selling off the properties under lien shall be assumed by the Lessee. If it is insufficient to discharge arrears, the Lessor has the right to recover the insufficiency from the Lessee.

VIII. Force Majeure

If either party hereto suffers any losses due to war, earthquake, typhoon, natural disaster or other force majeure event, such party shall assume such losses itself. If the house is damaged and cannot be continuously used therefore, this Contract shall be dissolved. The Lessor shall refund the rental and lease deposit paid by the Lessee without interest after the Parties have settle up rental and other expenses.

IX. Dispute Resolution

Any dispute arising during the signing or performance of this Contract shall be settled by the Parties through negotiation; in case negotiation fails, either party hereto may lodge a suit to the people’s court of the place where the Leased House is located.

X. Confirmation of Address for Service

1. Any notice sent hereunder shall be delivered to the other party’s address first written above. If either party hereto changes the address, it shall notify the other party three days prior to change; otherwise, the notice sent to the aforesaid address will be deemed as being served as follows: if sent by registered letter, the notice will be deemed as being served on the seventh day after being posted; if sent by express, the notice will be deemed as being served on the third day after being posted; if sent in person, the notice will be deemed as being on the day when the attention signs off.

2. The Parties agree that the address first written above should be taken as the address for service of the summons, notice or other legal instruments of the people’s court in case of any lawsuit (including the first instance, second instance, retrial, preservation, and execution stages). Any notice sent to the address first written above will be deemed as being served.

XI. Miscellaneous

1. For any matter not covered herein, the Parties may sign supplementary agreement through negotiation; such supplementary agreement shall bear the same legal force as this Contract.

2. This Contract shall become effective upon being signed by the legal representatives or authorized representatives of the Parties and stamped with official seal or special contract seal.

3 This Contract is made in four original, two for each party hereto.

(No Text Below)

Party A (Seal):

Legal Representative or Authorized Representative (Signature):

Party B (Seal):

Legal Representative or Authorized Representative (Signature):

EX-10.6 9 ex10-6.htm

Exhibit 10.6

Contract No.: ZCGL-2021021

Plant Lease Contract

Project Name: Tianjin LOBO Intelligent Robot Co., Ltd.

Lessor: Tianjin Youdatong Operation Management Co., Ltd.

Lessee: Tianjin LOBO Intelligent Robot Co., Ltd.

Time of Signing: December 20, 2021

Place of Signing: Tianjin Wuqing Development Zone

Period of validity of this Contract: from January 1, 2022 to December 31, 2024

Plant Lease Contract

Lessor (Party A): Tianjin Youdatong Operation Management Co., Ltd.

Address: No. 8, Room 205, Building B3, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality

Legal Representative: Feng Lijun

Tel: 022-82115688

Fax: 022-82115610

Lessee (Party B): Tianjin LOBO Intelligent Robot Co., Ltd.

Address: Room 506, Building H2, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality

Legal Representative: Xie Huiyan

Tel:

According to Civil Code of the People’s Republic of China and the relevant laws and regulations, the Lessor agrees to lease the plant that it enjoys lawful rental right (hereinafter referred to as Leased Plant) to the Lessee, and the Lessee agrees to rent the Leased Plant “as is”. In order to specify the rights and obligations of the Lessor and the Lessee, the Parties have entered into this Contract through negotiation.

I. Leased Plant and Purpose

1. According to the terms and conditions of this Contract, the Lessor agrees to lease and the Lessee agrees to rent the plant located at No. 1, East Quanfa Road, Wuqing Development Zone, see the colored part of the leased plant plan attached hereto for the scope (hereinafter referred to as “Leased Plant”).

2. The building area of the Leased Plant is 2,560.14 m². The Parties agree that the rental of the Leased Plant or other amount calculated according to the area of the Leased Plant should be based on the building area as specified in this article.

3. The Leased Plant shall be used for production and office purpose; the Lessee may not use the Leased Plant for any purpose other than production and office.

The Leased Plant has passed quality inspection, and the Lessee agrees to rent the Leased Plant “as is”.

II. Lease Term

1. The lease term shall be 3 years from January 1, 2022 (hereinafter referred to as “State Date of Lease”) to December 31, 2024, 36 months in total (hereinafter referred to as “Expiry Date of Lease Term”).

2. The Lessor shall deliver the Leased Plant to the Lessee before the start date of lease. At the time of delivery, the authorized representatives of the Parties shall sign house delivery form.

III. Rental and Lease Deposit

1. Rental: the rental shall be RMB 22 Yuan/m² every month; the monthly rental of the Leased Plant shall be RMB 56,323.08 in total.

3. Lease deposit: the Lessee shall within ten days after the date of signing of this Contract, pay RMB 168,969.24 to the Lessor as lease deposit. Upon the expiration of the lease term or the early dissolution of this Contract, the Lessor shall refund the aforesaid lease deposit to the Lessee without interest within ten days after the Lessee has paid up all rental and other expenses and return the Leased Plant to the Lessor in good condition. If the Lessor deducts relevant expenses from the lease deposit according to this Contract, the Lessee shall make up the lease deposit within 5 days.

4. Rental and lease deposit shall be paid by T/T. The Lessee shall fully pay rental and lease deposit to the following account of the Lessor as scheduled:

Account Name: Tianjin Youdatong Operation Management Co., Ltd.

Opening Bank: Agricultural Bank of China Tianjin Wuqing Development Zone Sub-branch

Account No.: 02061601040040728

Bank No. of large amount payment: 103110006163

IV. Repair and Maintenance of the Leased Plant

The Lessor shall be liable for the repair and maintenance of the external roof, main structure, public facilities (public plant), exterior walls, outdoor underground pipelines and perspective walls of the park, and shall assume relevant expenses. The Lessee shall repair any damage of the aforesaid equipment and facilities attributable to the improper use of the lessee during daily production operation, and shall assume relevant expenses.

The Lessee shall be liable for the repair and maintenance of the doors and window, internal ceilings, internal walls, floor, power equipment, water supply facilities, heating facilities, fire fighting facilities, kitchen facilities, floor waterproof, pipes, guardroom, ancillary rooms and relevant supporting equipment and facilities, the parts inside and outside the plant that are decorated or reconstructed by the enterprise, and other relevant equipment and facilities provided to the Lessee, and shall assume relevant expenses.

V. Renewal

VI. Rights and Obligations

3. During the lease term, without prejudice to relevant national and local laws and regulations and the industrial standards, the Lessor permits the Lessee to reconstruct and decorate the interior of the Leased Plant in part within the scope of lease, provided that such reconstruction and decoration made by the Lessee shall not damage the load-bearing walls, main structure or safety of the Leased Plant. However, the Lessee must submit reconstruction and decorating scheme in advance, and may implement such scheme after obtaining written consent from the Lessor. If the Lessee is required to obtain approval from environmental protection, safety, fire fighting, power, health, construction departments, it shall also obtain examination and approval from relevant competent department in advance. Upon the expiration of the lease term or the early dissolution of this Contract, the movable equipment and facilities added by the Lessee may be removed and taken away by the Lessee within the specified time, but may not damage the Leased Plant; otherwise, the Lessee shall compensate for the losses arising therefrom or restore the Leased Plant to its original state (except aging); the ornaments and decorations that have been attached to the Leased Plant and relevant ancillary facilities shall be owned by the Lessor without compensation. In no event should the Lessor pay any compensation or indemnification to the Lessee.

4. During the lease term, without the written consent of the Lessor and the examination and approval of relevant competent department, the Lessee may not build, rebuild, expand any building or structure within the Leased Plant; otherwise, the Lessee shall assume the punishment made by relevant competent department, and the Lessor and the relevant department have the right to require the Lessee to remove or restore to the original state, and the Lessor has the right to dissolve this Contract. Whether the Lessor agrees in writing or not, the building and structure that are newly built, rebuilt, expanded by the Lessee shall be owned by the Lessor without compensation after the expiration of the lease term or the early termination of this Contract, and the Lessor needs to pay no compensation or indemnification.

5. If the Lessee needs to release advertisement (such as neon light, light box and signboard, etc.) on the top, exterior, front wall of the Leased Plant, the Lessee shall obtain the prior written consent from the Lessor, and apply to the relevant governmental department for advertisement procedures, and the Lessee shall assume the responsibilities and obligations arising therefrom and ensure the safety and lawfulness of such advertisement board. The Lessee shall resolve the personal injury/death, property loss or controversy with neighboring party due to means of advertising, and shall fully assume the liability of compensation. The Lessee may handle return procedures provided that the Lessee shall properly resolve the matters relating thereto according to the Lessor’s requirements prior to the expiration of the lease term or the dissolution of this Contract; otherwise, the lease deposit will not be refunded.

6. The Lessee shall strictly comply with the public order of Wuqing Development Zone, and the management regulations in terms of environmental protection, hygiene, fire fighting, safety, construction, etc.; the Lessee shall cooperate with the safety supervision and examination of relevant governmental department and the Lessor during the lease term. During the lease term, the Lessee shall be the first responsible person in respect of the safety management of the Leased Plant.

7. The Lessor has the right to inspect the Leased Plant by itself or by employing a third party from time to time; however, such inspection may not impact the normal operation of the Lessee; the Lessee shall give assistance, and may not obstruct without good cause. In respect of the hidden danger found by the Lessor, the Lessee shall rectify according to the Lessor’s stipulations. If the Lessee refuses to rectify, the Lessor has the right to report such hidden danger to relevant safety supervision department, and take measures to prevent the hidden danger from expanding, such as stopping the supply of water, electricity, etc., and the Lessee shall assume all losses as suffered by the Parties and third party therefore.

5. Without the permission of relevant competent department, the Lessee may not use, transport or store dangerous chemicals, flammables and explosives, dangerous articles, prohibited articles, etc. in the Leased Plant; otherwise, the Lessor has the right to unilaterally dissolve this Contract, and all losses and responsibilities arising therefrom shall be assumed by the Lessee, and the remaining rental and lease deposit will not be refunded.

VII. Liabilities for Breach

2. During the lease term, in case of any of the following events, the Lessor has the right to unilaterally dissolve this Contract:

(1) The Lessee fails to actually receive the Leased Plant and handle corresponding procedures within 30 days after the start date of lease, or the Lessee has received the Leased Plant but fails to actually conduct operating activities within 90 days after the start date of lease;

(2) The Lessee conducts illegal operating activities in the Leased Plant and is punished by market regulatory department, tax authority, environmental protection department, safety supervision department or other governmental department;

(3) The Leased Plant or any things therein are sealed up by the people’s court or other department due to the Lessee’s lawsuit or arbitration case;

(4) Due to the execution case against the Lessee, the Lessor has to assist in the execution and sustains losses therefore;

(5) The Lessee fails to pay any rental, lease deposit, electricity charges or any other amount for more than 30 days of delay;

(6) The Lessee changes the purpose of the Leased Plant without the written consent of the Lessor;

(7) The Lessee subleases, provides or permits any third person to use, the Leased Plant without the written consent of the Lessor;

(8) If the Lessee breaches of this Contract on purpose, and fails to take remedial measures or breaches of this Contract again after the receipt of the reasonable notice from the Lessor.

4. On the expiry/termination date or early dissolution date of this Contract, the Lessee shall immediately empty the Leased Plant and return it to the Lessee in good condition. If the Lessee fails to return the Leased Plant as scheduled, it shall pay occupancy fee to the Lessor at 2 Yuan/m² per day of delay. Meanwhile, the Lessor has the right to take back the Leased Plant; at that time, any things left in the Leased Plant will be deemed as given up by the Lessee, and the Lessor has the right to dispose of such things in its sole discretion, and the expenses and losses arising therefrom shall be assumed by the Lessee.

6. If during the lease term, the Lessee cannot use the Leased Plant for office purpose due to the failure of the Lessor to perform any provision of this Contract, the Lessor shall exempt the Lessee from the rental of corresponding period.

8. If upon the expiration of the lease term or the early dissolution of this Contract, the Lessee fails to settle up any rental or other payables or fails to return the Leased Plant according to the specified time and standards, the Lessor enjoys the right of lien in respect of all things of the Lessee in the Leased Plant. The Lessee shall perform the specified duties within thirty days after the expiration of the lease term or the early termination of this Contract; otherwise, the Lessor has the right to obtain compensation from the price of auctioning or selling off the properties under lien, and expenses arising from auctioning or selling off the properties under lien shall be assumed by the Lessee. If it is insufficient to discharge arrears, the Lessor has the right to recover the insufficiency from the Lessee.

VIII. Force Majeure

If either party hereto suffers any losses due to war, earthquake, typhoon, natural disaster or other force majeure event, such party shall assume such losses itself. If the house is damaged and cannot be continuously used therefore, this Contract shall be dissolved. The Lessor shall refund the rental and lease deposit paid by the Lessee without interest after the Parties have settle up rental and other expenses.

IX. Dispute Resolution

X. Confirmation of Address for Service

XI. Miscellaneous

1. For any matter not covered herein, the Parties may sign supplementary agreement through negotiation; such supplementary agreement shall bear the same legal force as this Contract.

2. This Contract shall become effective upon being signed by the legal representatives or authorized representatives of the Parties and stamped with official seal or special contract seal.

3. This Contract is made in four originals, two for each party hereto.

(No Text Below)

(There is no text on this page. This page is the execution page to Plant Lease Contract}

Party A (Seal):

Legal Representative or Authorized Representative (Signature):

Party B (Seal):

Legal Representative or Authorized Representative (Signature): Xie Huiyan

EX-10.7 10 ex10-7.htm

Exhibit 10.7

Contract No.: ZCGL-2021024

Office Building Lease Contract

Project Name: Tianjin LOBO Intelligent Robot Co., Ltd.____________________________________________

Lessor: Tianjin Youdatong Operation Management Co., Ltd._________________________________________

Lessee: Tianjin LOBO Intelligent Robot Co., Ltd.__________________________________________________

Time of Signing:__________________________________________________________________________

Place of Signing:Tianjin Wuqing Development Zone_______________________________________________

Period of validity of this Contract : from November 11, 2021 to December 31, 2024

Office Building Lease Contract

Lessor (Party A): Tianjin Youdatong Operation Management Co., Ltd.

Address: No. 8, Room 205, Building B3, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality

Legal Representative: Feng Lijun

Tel: 022-82115688

Fax: 022-82115610

Lessee (Party B): Tianjin LOBO Intelligent Robot Co., Ltd.

Address: Room 506, Building H2, Changyuandao International Enterprise Community, Wuqing Development Zone, Tianjin Municipality

Legal Representative: Xie Huiyan

Tel:

I. Leased Plant and Purpose

1. According to the terms and conditions of this Contract, the Lessor agrees to lease and the Lessee agrees to rent the house located at Room 506, 507, 509, Building H2, International Enterprise Community, Wuqing Development Zone.

2. The building area of the leased house is 141 m². The Parties agree that the rental of the Leased House, property management fee or other amount calculated according to the area of the Leased House should be based on the building area as specified in this article.

3. The Leased House shall be used for office purpose; the Lessee may not use the Leased House for any purpose other than office.

II. Lease Term

1. The lease term shall be 3 years from November 1, 2021 (hereinafter referred to as “State Date of Lease”) to October 31, 2024, 36 months in total (hereinafter referred to as “Expiry Date of Lease Term”).

2. The Lessor shall deliver the Leased Plant to the Lessee before the start date of lease. At the time of delivery, the authorized representatives of the Parties shall sign house delivery form.

III. Rental and Lease Deposit

1. Rental: the rental shall be RMB 30 Yuan/m² every month; the monthly rental of the leased house shall be RMB 4,230 in total.

3. Lease deposit: the Lessee shall within ten days after the date of signing of this Contract, pay RMB 126,904 to the Lessor as lease deposit. Upon the expiration of the lease term or the early dissolution of this Contract, the Lessor shall refund the aforesaid lease deposit to the Lessee without interest within ten days after the Lessee has paid up all rental and other expenses and return the Leased Plant to the Lessor in good condition. If the Lessor deducts relevant expenses from the lease deposit according to this Contract, the Lessee shall make up the lease deposit within 5 days.

4. Rental and lease deposit shall be paid by T/T. The Lessee shall fully pay rental and lease deposit to the following account of the Lessor as scheduled:

Account Name: Tianjin Youdatong Operation Management Co., Ltd.

Opening Bank: Agricultural Bank of China Tianjin Wuqing Development Zone Sub-branch

Account No.: 02061601040040728

Bank No. of large amount payment: 103110006163

IV. Repair and Maintenance of the Leased Plant

The Lessee shall repair and maintain the interior non-structural parts of the Leased House, including floor, indoor wall whitewashing or other decoration or painting of walls and floors, the fixed devices that are owned by the Lessor, other additions, doors and windows, power equipment and pipes, and the equipment and facilities provided to the Lessee, and shall keep them in good , clean and rentable state,and shall keep the Leased House intact.

V. Renewal

VI. Rights and Obligations

4. During the lease term, the Lessor permits the Lessee to reconstruct and decorate the interior of the Leased House in part, provided that such reconstruction and decoration made by the Lessee shall not damage the load-bearing walls, main structure or safety of the Leased House. However, the Lessee must submit reconstruction and decoration scheme in advance, and may implement such scheme after obtaining written consent from the Lessor. If the Lessee is required obtain approval from power, safety, fire fighting, health, construction departments, it shall also obtain examination and approval from relevant competent department in advance. Upon the expiration of the lease term or the early dissolution of this Contract, the movable equipment and facilities added by the Lessee may be removed and taken away by the Lessee, but may not damage the Leased Plant; otherwise, the Lessee shall compensate for the losses arising therefrom or restore the Leased House to its original state; the ornaments and decorations that have been attached to the Leased Plant shall be owned by the Lessor without compensation. In no event should the Lessor pay any compensation or indemnification to the Lessee.

VII. Liabilities for Breach

1. If the Lessee fails to pay any rental, lease deposit, electricity charges or as scheduled, no matter for what reason, the Lessee shall, in addition to paying the arrears, pay a penalty to the Lessor at the rate of 0.5% of the amount that is late per day of delay, except as otherwise stated herein.

2. During the lease term, in case of any of the following events, the Lessor has the right to unilaterally dissolve this Contract:

(3) The Leased Plant or any things therein are sealed up by the people’s court or other department due to the Lessee’s lawsuit or arbitration case;

(4) Due to the execution case against the Lessee, the Lessor has to assist in the execution and sustains losses therefore;

(5) The Lessee fails to pay any rental, lease deposit, electricity charges or any other amount for more than 30 days of delay;

(6) The Lessee changes the purpose of the Leased Plant without the written consent of the Lessor;

(7) The Lessee subleases, provides or permits any third person to use, the Leased Plant without the written consent of the Lessor;

(8) If the Lessee breaches of this Contract on purpose, and fails to take remedial measures or breaches of this Contract again after the receipt of the reasonable notice from the Lessor.

4. On the expiry/termination date or early dissolution date of this Contract, Lessee shall immediately empty the Leased Plant and return it to the Lesssee is good condition. If the Lessee fails to return the Leased Plant as scheduled, it shall pay occupancy fee to the Lessor at 2 Yuan/m² per day of delay. Meanwhile, the Lessor has the right to take back the Leased Plant; at that time, any things left in the Leased Plant will be deemed as given up by the Lessee, and the Lessor has the right to dispose of such things in its sole discretion, and the expenses and losses arising therefrom shall be assumed by the Lessee.

VIII. Force Majeure

If either party hereto suffers any losses due to war, earthquake, typhoon, natural disaster or other force majeure event, such party shall assume such losses itself. If the house is damaged and cannot be continuously used therefore, this Contract shall be dissolved. The Lessor shall refund the rental and lease deposit paid by the Lessee without interest after the Parties have settle up rental and other expenses.

IX. Dispute Resolution

Any dispute arising during the signing or performance of this Contract shall be settled by the suit to the Partied through negotitation fails, either party hereto may lodge a suit to the people’s court of the place where the Leased plant is located.

1. Any notice sent hereunder shall be delivered to the other party’s address ftrst written above. If either party hereto changes the address, it shall notify the other party three days prior to change; otherwise, the notice sent to the aforesaid address will be deemed as being served as follows: if sent by registered letter, the notice will be deemed as being served on the seventh day after being posted; if sent by express, the notice will be deemed as being served on the third day after being posted; if sent in person, the notice will be deemed as being on the day when the attention signs off.

XI. Miscellaneous

1. For any matter not covered herein, the Parties may sign supplementary agreement through negotiation; such supplementary agreement shall bear the same legal force as this Contract.

2. This Contract shall become effective upon being signed by the legal representatives or authorized representatives of the Parties and stamped with official seal or special contract seal.

3. This Contract is made in four originals, two for each party hereto.

(No Text Below)

Party A (Seal):

Legal Representative or Authorized Representative (Signature):

Party B (seal):

Legal Representative or Authorized Representative (Signature): Xie Huiyan

EX-10.8 11 ex10-8.htm

Exhibit 10.8

Contract No. (B. G. Z. L. X. Q. -R. F. -20211019-001)

Wuxi Software Industry Development Co., Ltd.

Lease Contract

Jiangsu LOBO Electric Vehicle Co., Ltd.

(Lessee)

Lease address: Gemini Mansion B 901, Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi,

Jiangsu Province

Lease term: 4 years (from January 1, 2022 to December 31, 2025)

Lease area: 298.00 m²

Page 1 / 6

The Parties hereto:

Lessor: Wuxi Software Industry Development Co., Ltd, (hereinafter referred to as “Party A”)

Registered address: Floor 21, Tower C, Tiangou Tower, Wuxi Software Park, No. 3, Linghu Avenue, Xinwu District Wuxi

Legal representative: Guo Hong

Lessee: Jiangsu LOBO Electric Vehicle Co., Ltd, (hereinafter referred to as “Party B”)

Registered address: Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi

Legal representative: Xu Huajian ID Card No.: 330106196602194015

Tel: 13666688512 Email: xuhuaiian@loboai.com

Legal representative’s postal address 1: Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi (current place of office)

Legal representative’s postal address 2: Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd. Xinwu District. Wuxi (HQ)

According to Civil Code of the People’s Republic of China, Law of the People’s Republic of China on Administration of Urban Real Estate and other relevant laws and regulations, and on the basis of equality and voluntariness, and in order to specify the right and obligations of the Parties, Party A and Party B have entered into this Contract through negotiation in respect of Party A leasing house to Party B and Party B renting the house of Party A.

Article I Location, Area, Facilities and Decoration of the House

1. The house leased by Party A to Party B is located at: Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi, Jiangsu Province, the People’s Republic of China; lease area: 298.00 m² (this area is building area); purpose of house: office.

2. Party B states that prior to the signing of this Contract, Party B has inspected the house, and is satisfied and agrees to accept the actual use area, shared area and facilities status of the house. The Parties agree that the lease area of the house should be subject to the area as confirmed and delivered by the Parties.

3. The decorations and facilities of the house leased by Party A are subject to the reality.

Article II Lease Term, Charging Standards and Payment Method

1. The lease term of the house is 4 years from January 1, 2022 to December 31,2025. No rental will be charged in whole year of 2022.

2. The rental of the house (excluding property management fee) is calculated according to lease area, namely RMB 40.00 Yuan/m²every month. The Lessee shall use the house after paying rental. House rental shall be paid every 3 months: the first cycle (from January 1, 2023 to March 31, 2023), Y 35.760.00 (in words: RMB thirty-five thousand seven hundred and sixty exactly), which shall be paid up prior to January 1, 2023. Thereafter, Party B shall pay the rental of next cycle 5 days before the end of last cycle. The payment time of aforesaid amounts shall be the time when Party A receives payment or amounts arrive at Party A’s bank account. The agreement signed by Party B and third party about house rental subsidy shall have nothing to do with the duty of Party B to pay house rental according to this Contract; Party B must strictly comply with the principle of use after payment, and ensure that Party A fully and timely receives house rental strictly according to thr provisions hereof, and may not refuse to make payment nor make less payment on the precondition of obtaining third party subsidy. The rental, property management fee, electricity charges as specified herein shall all be paid as scheduled herein.

3. In order to ensure that the house and facilities thereof are kept safe and intact and relevant expenses are settled as scheduled during the lease term, Party B shall at the time of paying initial rental, pay ¥35,760.00 (in words: RMB thirty-five thousand seven hundred and sixty exactly) to Party A as lease deposit.

4. The property management fee of the House shall be calculated at 7.50 Yuan/month every square meters of lease area (property services include security guard of the park, cleaning of public places, public greening maintenance, public elevator maintenance and depreciation, air-conditioner depreciation, shared water electricity, other maintenance fund), and shall be paid every 3 months. Party B shall pay property management fee ¥6,705.00 (in words: RMB six thousand seven hundred and five exactly) to Party A for the first cycle (from January 1, 2023 to March 31, 2023), and shall pay up prior to January 1, 2023. Thereafter, Party B shall pay the property management fee of next cycle 5 days before the end of last cycle.

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5. Party B shall directly pay electricity charges to Party A every quarter (Party A shall charge electricity charges from Party B according to the electricity prices specified by the country) and shared electricity charges (the electricity consumption and wastage of relevant facilities and equipment are paid by fair sharing method according to electricity consumption of the electric meter of each household); water charges are paid at 5.200 Yuan/ton. Specific amounts are subject to the invoice issued by Party A. Party B shall fully pay within five working days after the receipt of the invoice.

6. Due to changes of policies or prices, etc., Party A has the right to correspondingly adjust the aforesaid charging standards (including but not limited to house rental, property management fee, electricity charges, etc.). Party A undertakes that the adjustment of any unit price will be applicable to all lessees of the park.

7. Account for receiving payment

Account name: Wuxi Software Industry Development Co., Ltd.

Opening bank: Bank of Jiangsu Wuxi New Area Sub-branch

Account number: 20710188000304374

The aforesaid account is appointed by Party A’s company for receiving payment. Party B shall pay all amounts hereunder to Party A’s such designated account; otherwise, any dispute arising therefrom shall be assumed by Party B and have nothing to do with Party A. The aforesaid charging standards all include tax. Party A shall provide effective voucher to Party B within five working days after the receipt of the payment, or Party A shall provide formal invoice to Party B prior to receiving payment.

Article III Decoration and Reconstruction

1. Party B shall follow the principles of safety and environmental protection at the time of conducting internal decoration or installing equipment to the house, and Party B shall obtain prior written consent from Party A in respect decoration scheme, and shall pay decoration deposit, and shall obtain decoration permit and relevant administrative examination and approval from Party A before commencement; such decoration may not impact the use and safety of surrounding houses; the expenses arising from decoration and subsequent repair costs shall be assumed by Party B. If Party A finds that house structure is damaged by Party B during the decoration, which impacts the house safety, facade appearance, etc., Party A has the right to require Party B to restore to the original state or compensate at cost. After the completion of decoration, Party B shall notify Party A to inspect. If through Party A’s confirmation, the decoration is conducted according to drawings and does not impact house structure safety and appearance, Party A will refund the decoration deposit without interest. All building decoration wastes arising from decoration must be packaged, stacked at the place designated by Party A and removed from the park by Party B every day.

2. Without Party A’s written consent, Party B may not post or install billboards, bulletin boards, LOGOs, etc. on the external walls of the office and public areas, nor privately convert public areas for its own use. Otherwise, Party A has the right to require Party B to rectify; if rectification fails to meet Party. A’s requirements, Party A has the right to dissolve this Contract.

3. Party A entrusts third party property company to manage the building. Party B shall submit to the property company’s management and comply with relevant property management stipulations during the construction.

Article IV Party A’s Duties

1. Party A guarantees that the property right of the house is clear and the house complies With the relevant national regulations about house leasing.

2. Party A shall deliver the house to Party B after Party B has handled entry procedures and paid the rental of the first cycle and deposit.

3. Party A shall provide convenience for Party B’s application for utilities access, such as water, electricity, network, telephone, etc.

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Article V Party B’s Duties

1. Party B undertakes that it will conduct normal and lawful operating activities strictly according to relevant laws and regulations. Any dispute, litigation, etc. arising between Party B and third party during operating activities that does not involve the house shall have nothing to do with Party A.

2. Party B shall pay expenses as scheduled; otherwise, Party B agrees to assume corresponding liabilities for breach according to the provisions of this Contract. If Party B needs to enter for decoration purpose, it shall handle corresponding decoration procedures after having obtained entry procedures, paying the expenses of the first cycle and deposit.

3. Party B shall reasonably use the leased house and ancillary facilities. If the house or surrounding house and facilities are damaged due to improper use of Party B, Party B shall immediately repair or assume corresponding liability of economic compensation.

4. Party B shall be liable for the management of water, electricity, suspended ceiling, lighting, etc. within the lease scope, and may also entrust the property company employed by Party A to repair, and the expenses arising therefrom shall be paid by Party B. Party B shall be liable for the repair/replacement of household appliances, consumables, etc. during the daily times, and Party A shall be liable to repair the main structure of the house.

5. During the lease term, Party A has to enter the house to understand the relevant circumstances of the house. During the performance of this Contract, Party B shall permit Party A and Party A’s authorized representative to enter the house and ancillary things to conduct necessary construction, repair, examination, etc.

6. Party B appoints Liu Li as company liaison; such company liaison shall be fully responsible to receive documents, notice, confirmation, etc. from Party A, and be responsible for the safety work, safety examination and rectification of the company. Tel: 18100659800; address: Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd, Xinwu District, Wuxi.

7. Decoration costs shall be assumed by Party B. Party B shall be fully liable for any personal damage, safety accident or property loss that happens during the decoration, and Party A will assume no responsibilities; in addition, Party B shall fully compensate for all losses as suffered by Party A therefore.

Article VI Renewal and Withdrawal

1. If Party B desires to renew the house prior to the expiration hereof, Party B must put forward written request for renewal to Party A one month prior to the expiration of the lease term, and the Parties may sign renewal contract through negotiation. If Party A fails to receive written request for renewal from Party B one month prior to the expiration hereof, Party B will be deemed as waiving up renewal; the Contract will be terminated upon the expiration of the lease term, and Party A has the right to treat the house.

2. If Party B fails to renew the lease after the expiration hereof, Party B must handle house return procedures and move out of the house upon expiration hereof. If Party B does not renew the lease but fails to move out or still fails to do so within 3 days after handling house return procedures, Party A has the right to take the following measures:

(1) Party A has the right to take the measures such as suspending the supply of electricity and water, and all consequences arising therefrom shall be assumed by Party B;

(2) Party B will be deemed as having waived up the ownership of all things left by Party B in the house, and Party A has the right to dispose of such things in its sole discretion, and all consequences arising therefrom shall be assumed by Party B and have nothing to do with Party A;

(3) Party B shall pay house occupancy fee according to twice the rental as specified herein and actual period of occupancy, untill Party B moves out of the house.

3. If the Parties sign renewal contract after the expiration of the lease term, Party A has the right to adjust the lease price of the house.

4. Party B shall handle house return procedures at Party A’s place. If Party B fails to handle house return procedures, Party B will be deemed as continuing using the house, and therefore shall continue paying rental, property management fee, etc. Rental shall be paid according to the standard price as uniformly adjusted by Party A or twice the rental as specified herein, whichever is the higher. Property management fee shall be settled according to Party A’s standard price after adjustment; Party B needs to assume corresponding liabilities for breach, if any.

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5. If lease term expires or Party B throws the lease for its own cause, Party B shall raise application for house return to Party A one month in advance. Except as otherwise agreed by the Parties, the decoration attached to the house (including the parts decorated or reconstructed by Party B) shall be owned by Party A, and Party B may not damage such decoration (except the part that shall be restored to the original state according to the house delivery standards); otherwise, Party A has the right to retain the full deposit of Party B. In respect of the part that shall be restored to the original state according to the house delivery standards, Party B must restore to the original state within the time as specified by Party A. If Party B fails to perform the aforesaid duty as scheduled, Party A may entrust other body to restore to the original state, and the relevant expenses arising therefrom shall be assumed by Party B.

Article VII. Liabilities for Breach

1. If within one month after the effectiveness of the Contract, Party B fails to handle entry procedures or to pay the expenses of the first cycle and deposit, this Contract will be automatically terminated, and Party A has the right to otherwise lease the house to a third person, and Party B shall pay a penalty to Party A at the rate of 20% of total rental in the lease term hereof, and shall compensate for the actual losses as suffered by party A due to house idle.

2. If Party B fails to pay rental, property management fee, electricity charges, etc. as scheduled, Party B shall pay a penalty at the rate of 30% of the total amount that is late. In case of more than 30 days of delay, Party A has the right to unilaterally dissolve this Contract and take back the house; in such case, Party B must pay a penalty to Party A according to the contract, and compensate for all losses as suffered by Party A therefore, including but not limited to the litigation costs, preservation costs, attorney’s fee, travelling costs, appraisal fee, notarization costs, litigation preservation guarantee fee and urging fee as incurred by Party A for safeguarding rights and interest and lodging a litigation. In addition, if Party B fails to pay rental, property management fee, electricity charges, etc. as scheduled, Party A has the right to unilaterally lock the door, and the losses arising therefrom shall be assumed by Party B and have nothing to do with Party A.

3. During the lease term, in case of any of the following events of Party B, Party A has the right to deduct the entire deposit and order Party B to withdraw the lease unconditionally. If Party B refuses to perform, Party A has the right to unilaterally dissolve this Contract, take compulsory measures to enter the house and early take back the house; in addition, the things left by Party B in the house shall be deemed as waived up by Party B, and Party A has the right to dispose of such things, and the expenses arising therefrom and the asset losses sustained by Party B therefore shall be assumed by Party B and have nothing to do with Party A.

(1) Without Party A’s written consent, Party B changes the purpose of the house, or transfers, subleases, or permit other person to use, the house or any part thereof.

(2) Without Party A’s written consent, Party B decorates and reconstructs the house.

(3) Party B fails to pay house rental, electricity charges, property management fee, etc. for more than 30 days of delay.

(4) Party B refuses to sign off safety production rectification notice, and fails to fully complete rectification after the receipt of the requirement of Party A.

4. If during the lease term, Party B withdraws the lease without one month’s prior notice, Party A has the right to retain Party B’s entire deposit as penalty, and will not offset other expenses with the deposit.

5. During the lease term, the deposit paid by Party B may not be used by Party A to offset the rental, property management fee, water/electricity/gas charges, etc. that are overdue and payable by Party B. If Party B breaches the Contract and is forced to return by Party A due to serious arrears or Party B leaves the park without handling house return procedures and settling expenses, Party A has the with the payables and penalty of Party B with the deposit. If the deposit is insufficient to offset the amounts payable by Party B, Party A has the right to lock and take back the house. The things left by Party B in the house will be deemed as waived up by party B, and Party A may sell off such things to offset the amounts payable by Party B.

6. Party B undertakes to perform the statutory duty of safety production. Party A entrusts property management company to conduct daily management. If Party B fails to perform the liability of safety production entity and still fails to correct after the receipt of the notice, Party A has the right to terminate this Contract by a written notice to Party B; Party B must pay a penalty of RMB 30,000 to Party A, and compensate for the losses as suffered by Party A therefore.

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Article VIII Miscellaneous and Dispute Resolution

1. Party B shall comply with the property management regulations as established by the property management company of the park.

2. Party B’s liaison and address as set forth in this Contract shall be the liaison and address for Party B to receive business documents and letters from the other party or judicial authority (court) at the time of performing the Contract and resolving contract dispute. In case of any change, Party B shall notify Party A and judicial authority in writing five working days before the change. Before the written notice reaches Party A and judicial authority, Party B’s liaison and address shall be deemed as unchanged; any notice sent to the above address (including legal documents or notices sent by the court, even if they are returned without sign-off, if sent by post, the date when instrument is returned shall be deemed as the date of service) shall be deemed to have been effectively served. If any notice or correspondence is delivered in person, the time of delivery shall be deemed as time of service; if sent by special express or registered letter, the notice will be deemed as being served when the express or registered letter is signed off by Party B; if transmitted by email, the of arrival at the other party’s server as displayed by the email system shall be deemed as time of service. If Party A sends notice according to the address and method of service as set forth herein, and if the notice fails to be signed off or the express or registered letter is returned due to Party B’s cause, the date when the express or registered letter arrives at Party B’s designated address shall be the date of service.

3 The Parties agree through negotiation that Party B should waive up the right of preemption of the house. Party A may sell the house without notice to Party B, and may decide to deal with any third party. After the house is sold to a third party, Party A shall notify Party B in writing that the rights and obligations hereunder will be continued between such third party and Party B.

4. If during the lease term, the house is destroyed due to force majeure such natural disaster, or the performance of this Contract cannot be continued due to major social abnormal events or demolition, expropriation, requisition, etc., this Contract shall be naturally terminated, and neither party shall assume liabilities for breach. In case of major social abnormal events or demolition, expropriation, requisition, etc., Party A will notify Party B three months before the formal demolition, expropriation and requisition. Party B must unconditionally move out of the house, and Party B has no right to enjoy any compensation or right for demolition.

5. Party B agrees and confirms that any contract text and supplementary agreement involved during the signing of this Contract should be stamped with Party A’s company official seal or special contract seal. Other seal of Party A’s company shall not be used to sign this Contract and confirm documents; the aforesaid contract text or agreement that are stamped with other seal of Party A’s company shall not be legally binding upon Party A.

6. Any dispute arising during the performance of this Contract shall be settled by the Parties through negotiation. In case negotiation fails, either party may lodge a suit to the court of the place where the house is located.

7. The appendix hereto Safety’ Management Agreement of Enterprises Settled in Wuxi Software Park shall have the same legal force as this Contract. If fire accident, safety production accident, environmental pollution accident, etc. happens to Party B during the lease term, corresponding liability of civil compensation shall be assumed by Party B and have nothing to do with Party A. Party B shall comply with the relevant stipulations of the park, and must assume the liabilities of enterprise safety, epidemic prevention, etc.

8. For matter not covered herein, the Parties may otherwise sign a supplementary agreement through negotiation; such supplementary agreement shall bear the same legal force as this Contract upon being signed and stamped by the Parties.

Party B undertakes that it has carefully read the aforesaid contents hereof prior to signing and stamping, and recognizes such contents. All amounts mentioned herein shall include tax.

This Contract shall become effective upon being signed and stamped by the Parties. This Contract is made in five originals of the same legal force, two for each party hereto, the remaining one shall be submitted to relevant department for registration according to needs.

Lessor (Party): Wuxi Software Industry Development Co., Ltd.

Legal Representative or Entrusted Agent:

Date: October 28, 2021

Lessor (Party B): Jiangsu LOBO Electric Vehicle Co

Legal Representative or Entrusted Agent: Xu Pingyi

Date: October 28, 2021

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EX-10.9 12 ex10-9.htm

Exhibit 10.9

House Lease Contract

Lessor (hereinafter referred to as Party A): Sichuan Yuanxing Rubber Co., Ltd.

Uniform Social Credit Code:__________________________________________________

Tel:_____________________________________________________________________

Lessee (hereinafter referred to as Party B): Wuxi Jinbang Electric Vehicle Manufacturing Co., Ltd.

Uniform Social Credit Code:__________________________________________________

Tel:_____________________________________________________________________

ID Card No.:______________________________________________________________

Tel:_____________________________________________________________________

According to Contract Law of the People’s Republic of China, Law of the People’s Republic of China on Urban Real Estate Administration and other relevant laws and regulations, and based on the principles of equality, voluntariness, negotiation and consensus, Party A and Party B have reached the following agreement in respect of the leasing of the following house:

Article I Basic Information of House

Party A’s house (hereinafter referred to as House) is located at Songshan Qiaotu, Songshan Village, Houqiao Sub-district, Xishan District, Wuxi; total area of the house: 3,350 m²; rental is 110 Yuan/m² for Floor 2, excluding tax.

Article II Lease Term

The Lease term shall be from October 15, 2022 to October 14, 2027.

Article III Rental

The rental of the house shall be (RMB) 368,500.00, increasing by 8% every three years.

Artocle IV Payment Method

Party B shall timely pay rental without delay according to the provisions of this Contract. Rental shall be paid once a year. If Party B needs to change, it shall negotiate with Party A for Party A’s consent. Party B Shall pay the rental of next year one month prior to the end of each year.

Account No.: 60022009209795000016

Opening Bank: Bank of Chengdu Dayi Country Sub-branch

Account Name: Sichuan Yuanxing Rubber Co., Ltd.

Article V Relevant Expenses in Lease Term

Relevant expenses during the lease term of the house.

During the lease term, Party B shall pay the following expenses, and assume the liabilities for late payment:

1. Water and electricity charges;

2. Gas charges;

3. Phone charges;

4. Property management fee;

5. _______________________

6. _______________________

Article VI Expiration of Lease Term

Upon the expiration of the lease term, this Contract shall be terminated, and Party B must return the house to Party A. If Party B requests for renewal, it must raise a written request to Party A 3 months in advance. Party A shall give a formal reply to Party B in writing within 3 months prior to the expiration of the Contract. If Party A agrees to the renewal, the Parties shall sign a renewal contract.

Article VII. Liabilities for Breach

During the lease term, the Parties hereto shall comply with the provisions of this Contract. If either party hereto breaches any provision hereof, it shall pay a penalty to the other party at the rate of 30% of annual rental by year. If Party B fails to pay any rental as scheduled, Party A has the right to additionally charge a penalty from Party B at the rate of 1% of monthly rental per day of delay. If the Contract cannot be performed due to the factor that cannot be determined by the government, such as planned demolition, it shall constitute a default. Any change of house structure and/or purpose shall be agreed by Party A.

Article VIII Miscellaneous

Any matter not covered herein shall be otherwise determined by the Parties by signing a supplementary agreement. In case of any discrepancy between the supplementary agreement and this Contract, the former shall prevail.

Article IX

This Contract is made in two originals, one for each party hereto.

Article X

Any dispute arising from this Contract may be settled by local governmental department through coordination. The rental excludes tax. If Party B asks for invoice, the tax shall be assumed by Party B. Party A will not provide invoice.

Party A (Signature and Seal):		Party B (Signature and Seal):
Authorized Representative (Signature)		Authorized Representative (Signature):

Date:

(MM/DD/YY)

EX-10.10 13 ex10-10.htm

Exhibit 10.10

FORM OF EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of _________, 2022_________ (the “Effective Date”), is entered between LOBO EV TECHNOLOGIES LTD., a company incorporated in the British Virgin Islands (the “Company” and, together with its subsidiaries, the “LOBO Group”) and [__________] (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1
EMPLOYMENT, DUTIES AND RESPONSIBILITIES

Section 1.01. Employment. The Executive shall serve as the [__________] of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the LOBO Group.

Section 1.02. Duties and Responsibilities. Subject to the supervision of and direction by the Board of Directors of the Company, the Executive shall perform such duties as are similar in nature to those duties and services customarily associated with the positions set forth above.

Section 1.03. Base of Operation. The Executive’s principal base of operation for the performance of his or her duties and responsibilities under this Agreement shall be the offices of the Company in Wuxi, China, and at such other places as shall from time to time be reasonably necessary to fulfill the Executive’s obligations hereunder.

ARTICLE 2
TERM

Section 2.01. Term. (a) Subject to other terms and conditions of this Agreement, the term of the employment under this Agreement (the “Employment”) shall commence on the Effective Date and shall be an indefinite term, unless terminated pursuant to the terms of the Agreement or as mutually agreed by the parties hereto.

(b) The Executive represents and warrants to the Company that neither the execution nor the delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound.

(c) It is understood that to the extent an employment agreement has been entered into by and between one of the Company’s subsidiaries on one hand and the Executive on the other hand (the “Operative Employment Agreement”), and the Operative Employment Agreement is terminated for any reasons pursuant to the terms therein, the Employment shall also be terminated unless mutually agreed by both parties.

ARTICLE 3
COMPENSATION AND EXPENSES

Section 3.01. Salary, Remuneration and Benefits. The Executive’s salary, remuneration and benefits shall be determined by the Company and shall be specified in the Operative Employment Agreement or any other agreement between the Company or any of its subsidiaries on one hand and the Executive on the other hand. The Executive’s salary, remuneration and benefits shall be reviewed by the board of directors (or its designated compensation committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time to time.

Section 3.02 Expenses. The Company will reimburse the Executive for reasonable documented business-related expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder during the term of the Employment, subject, however, to the Company’s policies and guidelines relating to business-related expenses as in effect from time to time during the term of the employment, provided that, the Executive shall provide the Company with all appropriate receipts and vouchers.

Section 3.03. Employee Benefit Plans. The Executive shall be entitled to participate during the term of the Employment in the employee benefit plans, programs and arrangements of the Company as may be in effect from time to time, including, without limitation, any share incentive plan, comprehensive health insurance and retirement scheme, subject to the terms and provisions of such plan and the execution of the award agreement and other related agreements between the Company and the Executive as well as the terms and conditions as set forth in the Operative Employment Agreement.

Section 3.04 Payer of Compensation. Subject to the terms and conditions as set forth in the Operative Employment Agreement, all compensation, salary, benefits and remuneration in this Agreement may be paid by the Company or any of its subsidiaries, as decided by the Company in its sole discretion.

ARTICLE 4
EXCLUSIVITY, NON-COMPETE AND NO SOLICITATION

Section 4.01. Exclusivity. The Executive agrees to perform his or her duties, responsibilities and obligations hereunder efficiently and to the best of his or her ability. The Executive agrees that the Executive will devote substantially all of the Executive’s working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the term of the Employment. The Executive agrees that all of his or her activities as an employee of the Company shall be in conformity with all present and future policies, rules and regulations and directions of the Company not inconsistent with this Agreement and the Operative Employment Agreement.

Section 4.02. Non-Compete and No Solicitation.

(a) Non-compete. The Executive agrees that during the term of the Employment and for the twenty-four (24) months following the termination for any reason of the employment, unless otherwise agreed by the Company, he or she will not, and will cause his or her affiliates not to, directly or indirectly (whether as a controller, agent, director, employee, partner, shareholder, management or otherwise): (i) be employed or self-employed in, engage in or own or hold any interest in, or provide any consulting, technical and other services or any assistance to any Competing Businesses; (ii) invest in any Competing Businesses; (iii) establish an entity that engages in any Competing Businesses; or (iv) provide any services that competes with those provided by the Company or any of its subsidiaries to any former, current or prospective customers of the Company or any of its subsidiaries. As used herein, a “Competing Business” means any business that is substantially similar to, or is in direct or indirect competition or would potentially compete with, any businesses conducted by the Company or any of its subsidiaries, including but not limited to those conducted by the entities as specified in the Operative Employment Agreement or any other agreement between the Company or any of its subsidiaries on one hand and the Executive on the other hand. The Executive also agrees that, throughout the term of the Employment and at all times thereafter, he or she will not and will cause his or her affiliates not to engage in any conduct that would damage the reputation of the Company.

(b) No Solicitation. During the Employment and for twenty-four (24) months after the Employment terminates for any reason, the Executive will not, directly or indirectly, solicit or attempt to solicit (either in his or her own name or on behalf of any other party) any person, firm or company who is a customer, supplier, associate, employee or consultant of the Company or any of its subsidiaries, to terminate its relationship with the Company or any such subsidiaries of the Company.

ARTICLE 5
CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Section 5.01. Confidentiality. Throughout the term of the Employment with the Company pursuant to this Agreement and at all times thereafter, the Executive shall keep in strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the LOBO Group, including but not limited to any proprietary and confidential technical, financial, marketing, distribution and commercial information and other commercial secrets, business know-how and financing plans of any member of the LOBO Group, and except as authorized by the Company or required under the applicable laws and regulations or pursuant to an order of a court or other governmental entities, may not disclose or provide to any person, firm, corporation or entity such non-public information, and may not use such non-public information for any purpose other than to fulfill his or her responsibilities in the best interest of the LOBO Group. The Executive shall also comply with the Company’s corporate policies and any other agreements on confidentiality that the Executive may enter into with the Company or any of its subsidiaries. This provision and such other confidentiality policies and agreements are hereinafter collectively referred to as the “Confidentiality Terms.” The Executive shall comply with the Confidentiality Terms throughout the term of the Employment and at all times thereafter.

Section 5.02. Transfer of Intellectual Property. The Executive hereby agrees to transfer to the Company and/or its subsidiaries all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries in the Occupational Works.

ARTICLE 6
TERMINATION

Section 6.01. Termination by Company. The Company shall have the right to terminate the Employment at any time with “Cause” by summary notice in writing with immediate effect without payment in lieu of notice pursuant to the terms hereof. For purposes of this Agreement, “Causes” shall have the meanings ascribed to them in the Operative Employment Agreement. For purposes of this section, no act or failure to act, on the part of the Executive shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the act or omission of the Executive was in the best interest of the LOBO Group. In addition, the Company may terminate the Employment at any time without Cause by giving a 30 calendar days’ prior written notice to the Executive or, where applicable, during the probation period as stipulated in the Operative Employment Agreement, by giving a seven calendar days’ prior written notice to the Executive. In the event of termination of the Employment without any Cause, the Company has no obligation to pay any additional compensation other than the unpaid portion of any accrued salary and benefits in accordance with the Operative Employment Agreement.

Section 6.02. Termination by the Executive. The Executive shall have the right to terminate this Agreement (a) if the Company commits a material breach of any provisions of this Agreement or the Operative Employment Agreement and such breach, to the extent it is capable of being remedied, is not remedied by the Company within thirty (30) days of receipt of the written notice given by the Executive with respect to such breach); or (b) at any time by giving a no less than 30 days’ prior written notice to the Company.

Section 6.03. Death. In the event the Executive passes away during the term of the Employment, this Agreement shall automatically terminate, effective on the date of the Executive’s death.

ARTICLE 7
MISCELLANEOUS

Section 7.01. Benefit Assignment; Assignment; Beneficiary. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate.

Section 7.02. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, national overnight courier, or email. In the case of the Company, to the office or email account of the Head of Human Resources; and in the case of the Executive, to the address or email account appearing on the employment records of the Company, from time to time. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given.

Section 7.03. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment with a member of the LOBO Group and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to such employment, in each case other than the Operative Employment Agreement. For the avoidance of doubt, in case of any conflict between this Agreement and the Operative Employment Agreement as to the Executive’s compensation, the term of the Executive’s employment with a member of the LOBO Group, and the Executive’s non-compete, confidentiality and non-solicitation obligations, the Operative Employment Agreement and the undertakings contemplated therein shall prevail. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

Section 7.04. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

Section 7.05. Headings. The article and section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 7.06. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the People’s Republic of China (“China”).

Section 7.07. Agreement To Take Actions. Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his or her or its obligations under this Agreement or to effectuate the purposes hereof.

Section 7.08. Dispute Resolution. Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to the Shanghai International Arbitration Center.

Section 7.09. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

Section 7.10. Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect.

Section 7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Section 7.13. Withholding. All payments to the Executive hereunder shall be subject to withholding to the extent required by applicable law.

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first above written.

	LOBO EV TECHNOLOGIES LTD

	By:
	Name:
	Title:

	EXECUTIVE


	Name:
	Title:

EX-10.11 14 ex10-11.htm

Exhibit 10.11

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between LOBO EV TECHNOLOGIES LTD., a company incorporated under the laws of the British Virgin Islands (the “Company”), and [•], an individual (the “Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

RECITALS

WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such committees of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which the Director may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

1. Term. The Company hereby appoints the Director, and the Director hereby accepts such appointment by the Company, for the purposes and upon the terms and conditions contained in this Agreement. The term of such appointment shall commence on the Effective Date and shall continue until the Director’s successor is duly elected or appointed and qualified or until the Director’s earlier death, disqualification, resignation or removal from office, pursuant to the terms of this Agreement, the Company’s then current Memorandum and Articles of Association, as may be amended from time to time, or any applicable laws, rules, or regulations (the “Expiration Date”). In the event that the Director’s successor has not been duly elected or appointed as of the Expiration Date, the Director agrees to continue to serve hereunder until such successor has been duly elected or appointed and qualified.

2. Compensation. Upon the Effective Date and during the term of this Agreement, the Director shall receive a monthly remuneration of [●] which shall accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if the Appointment is terminated prior to the end of a calendar month, the Director shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination (the “Compensation”). The Compensation may be reviewed during the term of this Agreement by the Compensation Committee pursuant to its terms of reference after the Effective Date. Any adjustment of the Compensation shall be recommended by the Compensation Committee (when applicable) and approved by the Board duly convened pursuant to the then current Memorandum and Articles of Association of the Company.

3. Independence. The Director acknowledges that appointment to the Board is contingent upon the Board’s determination that the Director is “independent” with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s Listing Rules, and any other applicable rules, and that the Director may be removed from the Board in the event that the Director does not maintain such independence. The Director acknowledges and agrees that the acceptance, directly or indirectly, of any consulting, advisory, or other compensatory fee, other than for Board service, from the Company or any subsidiary thereof will impair the Director’s independence, and the Director agrees not to accept any such fees.

4. Duties. The Director shall exercise all powers in good faith and in the best interests of the Company, including but not limited to, attending all required meetings of the Board or applicable committees thereof, executive sessions of the independent directors, reviewing filing reports and other corporate documents as requested by the Company, providing comments and opinions as to business matters as requested by the Company.

(a) Conflicts of Interest/Applicable Law. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee or the Board and proceed as directed by such committee or the Board, as applicable. The Director acknowledges the duty of loyalty and the duty of care owed to the Company pursuant to applicable law and agrees to act in all cases in accordance with applicable law.

(b) Corporate Opportunities. Whenever the Director becomes aware of a business opportunity related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee or the Board and proceed as directed by such committee or the Board, as applicable.

(c) Confidentiality. The Director agrees and acknowledges that, by reason of the nature of the Director’s duties on the Board, the Director will have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company (“Confidential Information”), including, without limitation, any lists of customers or suppliers, distributors, financial statistics, research data or any other statistics and plans or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Director has had access by reason of the Director’s relationship with the Company. The term “Confidential Information” shall not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the Director or the Director’s representatives; or (ii) is required to be disclosed by the Director due to governmental regulatory or judicial process. The Director agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of employment duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books, price lists, information and records and other information and aids relating to the Company’s business, and any and all other documents containing Confidential Information furnished to the Director by the Company or otherwise acquired or developed by the Director, shall at all times be the property of the Company. Upon termination of the Director’s services hereunder, the Director shall return to the Company any such property or documents which are in the Director’s possession, custody or control, but this obligation of confidentiality shall survive such termination until and unless any such Confidential Information shall have become, through no fault of the Director, generally known to the public. The obligations of the Director under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Director may have to the Company under general legal or equitable principles.

(d) Code of Business Conduct and Ethics. The Director agrees to abide by and follow all such procedures set forth in the Company’s code of business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other policy, code or document governing the conduct of directors of the Company as may be in existence now or at any time during the term of this Agreement.

5. Expenses. Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses incurred in connection with the Director’s positions as a member of the Board and for services as a member of each committee of the Board to which the Director may be appointed.

6. Indemnity. The Company and the Director agree that indemnification with respect to the Director’s service on the Board shall be governed by that certain Indemnification Agreement attached as Exhibit A hereto (“Indemnification Agreement”).

7. Withholding. The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

9. Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.

10. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Headings and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.

12. Neutral Construction. Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties to this Agreement have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation of this Agreement.

13. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the People’s Republic of China, without application to the principles of conflicts of laws.

14. Dispute Resolution. Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to the Shanghai International Arbitration Center.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together will constitute one and the same instrument.

16. Miscellaneous. This Agreement and the Indemnification Agreement constitute the entire understanding between the parties with respect to the Director’s service on the Board and there are no prior or contemporaneous written or oral agreements, understandings, or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto and/or their affiliates with respect to the Director’s service on the Board. The Director acknowledges that he has not relied on any prior or contemporaneous discussions or understanding in entering into this Agreement. The terms and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the day and year first above written.

	LOBO EV TECHNOLOGIES LTD.

	By:
	Name:
	Title:	Director

	DIRECTOR

EXHIBIT A

INDEMNIFICATION AGREEMENT

(Attached)

EX-21.1 15 ex21-1.htm

Exhibit 21.1

List of Subsidiaries of the Registrant

Subsidiaries		Place of Incorporation
LOBO Holdings Ltd.		Hong Kong
Jiangsu LOBO Electronic Vehicle Co., Ltd		PRC
Beijing LOBO Intelligent Machine Co., Ltd		PRC
Tianjin LOBO Intelligent Robot Co., Ltd		PRC
Wuxi Jinbang Electric Vehicle Manufacturing Co., Ltd		PRC
Tianjin Bibosch Intelligent Technology Co., Ltd		PRC
Guangzhou LOBO Intelligent Technologies Co. Ltd		PRC

EX-23.1 16 ex23-1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 13, 2023, with respect to the consolidated financial statements of Lobo EV Technologies Ltd., for the years ended December 31, 2021, and 2020 in this Amendment of Form F-1 of Lobo EV Technologies Ltd. and the related Prospectus of Lobo EV Technologies Ltd. filed with the Securities and Exchange Commission.

/s/ TPS Thayer LLC

TPS Thayer LLC

Sugar Land, Texas

March 20, 2023

EX-99.3 17 ex99-3.htm

Exhibit 99.3

CONSENT OF ZHAOHUI RANDALL XU

LOBO EV Technologies Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: March 13, 2023

	/s/ Zhaohui Randall Xu
	Zhaohui Randall Xu

EX-99.4 18 ex99-4.htm

Exhibit 99.4

CONSENT OF DAVID SEAN CHAMP

Dated: March 13, 2023

	/s/ David Sean Champ
	David Sean Champ

EX-99.5 19 ex99-5.htm

Exhibit 99.5

CONSENT OF HARRY D. SCHULMAN

Dated: March 13, 2023

	/s/ Harry D. Schulman
	Harry D. Schulman

EX-99.6 20 ex99-6.htm Proof - ex99-6.htm

Exhibit 99.6

December _1 _, 2022

LOBO EV TECHNOLOGIES LTD.

c/o Gemini Mansion B 901, i Park, No. 18-17 Zhenze Rd

Xinwu District, Wuxi, Jiangsu

People’s Republic of China, 214111

Re: LOBO EV TECHNOLOGIES LTD.

Ladies and Gentlemen,

We understand that LOBO EV Technologies Ltd. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, in connection with its proposed initial public offering (the “Proposed IPO”).

We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “Reports”), and any subsequent amendments to the Reports, as well as the citation of our research reports and amendments thereto, (i) in the Registration Statement and any amendments thereto, (ii) in any written correspondence with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K or other SEC filings (collectively, the “SEC Filings”), (iv) on the websites of the Company and its subsidiaries and affiliates, (v) in institutional and retail road shows and other activities in connection with the Proposed IPO, and (vi) in other publicity materials in connection with the Proposed IPO.

We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.

Yours faithfully,

For and on behalf of

Beijing Bo Yan Zhishang Information Advise Co., Ltd

	/s/ YANG LIU
Name:	YANG LIU
Title :	Senior advisor

EX-99.7 21 ex99-7.htm

Exhibit 99.7

March 13, 2023

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	LOBO EV Technologies Ltd. Registration Statement on Form F-1
	Application for Waiver of Requirements of Form 20-F, Item 8.A.4

The undersigned, LOBO EV Technologies Ltd., a foreign private issuer organized under the laws of the British Virgin Islands (the “Company”), has submitted its Draft Registration Statement on Form F-1 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to a proposed initial public offering of the Company’s ordinary shares in the United States.

The Registration Statement at the time of initial public filing and at effectiveness will contain audited financial statements for the two years ended December 31, 2020 and 2021 prepared and presented in accordance with International Financial Reporting Standards, and unaudited financial statements for the six months ended June 30, 2021 and 2022. Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, states that because this is the Company’s initial public offering (“IPO”), it must have audited financial statements of a date not older than 12 months from the date of the offering unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

Instruction 2 to Item 8.A.4 of Form 20-F provides that the Commission will waive the 12-month age of financial statements requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the Staff’s 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Staff notes:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

We hereby respectfully request that the Staff of the Commission waive the requirement of Item 8.A.4 of Form 20-F. In connection with this request, we, as counsel to the Company, represent to the Commission that:

	1.	The Company is not currently a public reporting company in any other jurisdiction.

	2.	The Company is not required by any jurisdiction outside the United States to file any consolidated financial statements, audited under any generally accepted auditing standards.

	3.	Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.

	4.	The Company does not anticipate that its audited financial statements for the year ended December 31, 2022 will be available until March 31, 2023.

	5.	In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering.

The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Very truly yours,

LOBO EV TECHNOLOGIES LTD.

By:	/s/ Huajian Xu
Name:	Huajian Xu
Title:	Chief Executive Officer

EX-99.8 22 ex99-8.htm

Exhibit 99.8

FORM OF CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF

LOBO EV TECHNOLOGIES LTD.

I.	PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and the audits of the financial statements of the Company.

II.

COMPOSITION OF THE COMMITTEE

The Committee shall consist of three (3) or more directors, as determined from time to time by the Board. Members of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Nasdaq Listing Rules (or rules of the trading market on which the Company’s securities then trade) (collectively with Nasdaq, the “Trading Market”) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and any additional requirements that the Board deems appropriate.

The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

Each member of the Committee (i) must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement, (ii) shall not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three (3) years, (iii) must not accept any consulting, advisory, or other compensatory fee from the Company other than for board service and (iv) must not be an affiliated person of the Company. In addition, at least one (1) member of the Committee must be designated by the Board who qualifies as an “audit committee financial expert,” under Item 407(d)(5)(ii) and (iii) of Regulation S-K.

III.

MEETINGS OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once every fiscal quarter. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee shall maintain minutes of its meetings and records relating to those meetings.

IV.

DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

In carrying out its duties and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions. The following duties and responsibilities are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”), the Trading Market, or any other applicable regulatory authority:

A.	*Selection, Evaluation, and Oversight of the Auditors*

	a)	Be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and each such registered public accounting firm must report directly to the Committee (the registered public accounting firm engaged for the purpose of preparing or issuing an audit report for inclusion in the Company’s Annual Report on Form 20-F (or comparable form) is referred to herein as the “independent auditors”);

	b)	Review and, in its sole discretion, approve in advance the Company’s independent auditors’ annual engagement letter, including the proposed fees contained therein, as well as all audit and, as provided in the Sarbanes-Oxley Act of 2002 (the “Act”) and the SEC rules and regulations promulgated thereunder, all permitted non-audit engagements and relationships between the Company and such independent auditors (which approval should be made after receiving input from the Company’s management, if desired). Approval of audit and permitted non-audit services will be made by the Committee or by one (1) or more members of the Committee as shall be designated by the Committee/the chairperson of the Committee and the person[s] granting such approval shall report such approval to the Committee at the next scheduled meeting;

	c)	Review the performance of the Company’s independent auditors, including the lead partner and reviewing partner of the independent auditors, and, in its sole discretion, make decisions regarding the replacement or termination of the independent auditors when circumstances warrant; and

	d)	Evaluate the independence of the Company’s independent auditors to ensure compliance with the Act, rules and regulations promulgated by the SEC, as well as the Trading Market rules by, among other things:

(i)

obtaining and reviewing from the Company’s independent auditors a formal written statement delineating all relationships between the independent auditors and the Company;

		(ii)	actively engaging in a dialogue with the Company’s independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors;

		(iii)	taking, or recommending that the Board take, appropriate action to oversee the independence of the Company’s independent auditors;

		(iv)	monitoring compliance by the Company’s independent auditors with the audit partner rotation requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder;

		(v)	monitoring compliance by the Company of the employee conflict of interest requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; and

		(vi)	engaging in a dialogue with the independent auditors to confirm that audit partner compensation is consistent with applicable SEC rules;

B.	Oversight of Annual Audit and Quarterly Reviews

	a)	Review and discuss with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year;

	b)	Review with management, the Company’s independent auditors and the director of the Company’s internal auditing department, the following information which is required to be reported by the independent auditor:

		(i)	all critical accounting policies and practices to be used;

		(ii)	all alternative treatments of financial information that have been discussed by the independent auditors and management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors;

		(iii)	all other material written communications between the independent auditors and management, such as any management letter and any schedule of unadjusted differences; and

		(iv)	any material financial arrangements of the Company which do not appear on the financial statements of the Company; and

	c)	Resolve all disagreements between the Company’s independent auditors and management regarding financial reporting;

C.	Oversight of Financial Reporting Process and Internal Controls

	a)	Review:

		(i)	the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of the Company’s internal audit function, through inquiry and discussions with the Company’s independent auditors and management;

		(ii)	the yearly report prepared by management, and attested to by the Company’s independent auditors, if required, assessing the effectiveness of the Company’s internal control over financial reporting and stating management’s responsibility for establishing and maintaining adequate internal control over financial reporting prior to its inclusion in the Company’s Annual Report on Form 20-F; and

		(iii)	the Committee’s level of involvement and interaction with the Company’s internal audit function, including the Committee’s line of authority and role in appointing and compensating employees in the internal audit function;

	b)	Review with the executive chairperson, chief executive officer, chief financial officer and independent auditors, periodically, the following:

		(i)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

		(ii)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting;

	c)	Discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company, including the internal auditing department, assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

	d)	Review with management the progress and results of all internal audit projects, and, when deemed necessary or appropriate by the Committee, direct the Company’s chief executive officer to assign additional internal audit projects to the director of the Company’s internal auditing department;

	e)	Receive periodic reports from the Company’s independent auditors, management and director of the Company’s internal auditing department to assess the impact on the Company of significant accounting or financial reporting developments that may have a bearing on the Company;

	f)	Establish and maintain free and open means of communication between and among the Committee, the Company’s independent auditors, the Company’s internal auditing department and management, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis; and

	g)	Review the type and presentation of information to be included in the Company’s earnings press releases (especially the use of “pro forma” or “adjusted” information not prepared in compliance with generally accepted accounting principles), as well as financial information and earnings guidance provided by the Company to analysts and rating agencies (which review may be done generally (i.e., discussion of the types of information to be disclosed and type of presentations to be made), and the Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance);

D.	Miscellaneous

	a)	Establish and implement policies and procedures for the Committee’s review and approval or disapproval of proposed transactions or courses of dealings with respect to which executive officers or directors or members of their immediate families have an interest (including all transactions required to be disclosed by Item 404(a) of Regulation S-K);

	b)	Establish and implement policies and procedures for the Committee’s review and approval or disapproval of proposed transactions or courses of dealings that may impact a director’s independence, as such term is defined by Item 407 of Regulation S-K and applicable Trading Market rules;

	c)	Meet periodically with the general counsel, and outside counsel when appropriate, to review legal and regulatory matters, including (i) any matters that may have a material impact on the financial statements of the Company and (ii) any matters involving potential or ongoing material violations of law or breaches of fiduciary duty by the Company or any of its directors, officers, employees, or agents or breaches of fiduciary duty to the Company;

	d)	Review the Company’s policies relating to the ethical handling of conflicts of interest and review past or proposed transactions between the Company and members of management as well as policies and procedures with respect to officers’ expense accounts and perquisites, including the use of corporate assets, and consider the results of any review of these policies and procedures by the Company’s independent auditors;

	e)	Review and pre-approve any proposed transaction between the Company or any of its subsidiaries or consolidated affiliated entities and any of the officers, directors or shareholders of the Company (each, a “Related Party”) and/or any affiliate of a Related Party involving over US$120,000 in a single transaction or a series of related transactions;

	f)	Review and approve in advance any services provided by the Company’s independent auditors to the Company’s executive officers or members of their immediate family;

	g)	Review the Company’s program to monitor compliance with the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”), and meet periodically with the Company’s compliance officer to discuss compliance with the Code of Conduct;

	h)	Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

	i)	Establish procedures for the receipt, retention and treatment of reports of evidence of a material violation made by attorneys appearing and practicing before the SEC in the representation of the Company or any of its subsidiaries, or reports made by the Company’s chief executive officer or general counsel in relation thereto;

	j)	Propose appropriate funding to compensate the Company’s accountants, auditors and advisors employed by the audit committee, to pay for ordinary administrative expenses of the audit committee and to fund or pay any other applicable items so as to satisfy Nasdaq Rule 5605;

	k)	Secure independent expert advice to the extent the Committee determines it to be appropriate, including retaining, with or without Board approval, independent counsel, accountants, consultants or others, to assist the Committee in fulfilling its duties and responsibilities, the cost of such independent expert advisors to be borne by the Company;

	Report regularly to the Board on its activities, as appropriate. In connection therewith, the Committee should review with the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors, or the performance of the internal audit function; and

	l)	Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.

V.	EVALUATION OF THE COMMITTEE

The Committee shall, on an annual basis, evaluate its performance. The evaluation shall address all matters that the Committee considers relevant to its performance, including a review and assessment of the adequacy of this Charter, and shall be conducted in such manner as the Committee deems appropriate.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter.

VI.

INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.

* * *

While the Committee has the duties and responsibilities set forth in this charter, the Committee is not responsible for preparing or certifying the financial statements, for planning or conducting the audit, or for determining whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Company, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee absent actual knowledge to the contrary.

Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under applicable federal or state law.

EX-99.9 23 ex99-9.htm

Exhibit 99.9

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS OF
LOBO EV TECHNOLOGIES LTD.

I.	PURPOSE OF THE COMMITTEE

The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to assist the Board in discharging the Board’s responsibilities regarding:

	a)	identification of qualified candidates to become Board members;

	b)	selection of nominees for election as directors at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected);

	c)	selection of candidates to fill any vacancies on the Board or any committee thereof;

	d)	annual review of the composition of the Board in light of the characteristics of independence, experience and availability of the Board members;

	e)	oversight of the evaluation of the Board; and

	f)	compliance with the Company’s Code of Business Conduct and Ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s memorandum and articles of association (collectively, the “Articles”). The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

II.

MEMBERSHIP

The Committee shall be comprised of three (3) or more directors, as determined by the Board, each of whom (a) satisfies the independence requirements under the Nasdaq Listing Requirements, and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee; provided, however, that all but one (1) of the members of the Committee may be exempt from the independence requirements of clause (a) for ninety (90) days from the date of effectiveness of the registration statement for the Company’s initial public offering, and that a minority of the members of the Committee may be exempt from such independence requirements for one (1) year from the date of effectiveness of such registration statement.

The members of the Committee, including the chairperson of the Committee (the “Chair”), shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.

III.

MEETINGS AND PROCEDURES

The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s Articles that are applicable to the Committee.

The Committee shall meet on a regularly scheduled basis twice per year, or more frequently as the Committee deems necessary or desirable. A meeting of the Committee may be conducted in person or via telephone conference or similar communications equipment where every meeting participant can hear each other.

All non-management directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company’s management, or any other person whose presence the Committee believes to be desirable and appropriate. Notwithstanding the foregoing, the Committee may exclude from its meetings any person it deems inappropriate, including but not limited to, any non-management director who is not a member of the Committee.

The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.

The Chair shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairperson of the Board. Minutes of the meetings shall be kept by a person designated by the Chair. Draft and final versions of the minutes of meetings shall be sent to all Committee members for their comments and records respectively, in both cases within a reasonable time after the meetings.

IV.

DUTIES AND RESPONSIBILITIES

a)	At an appropriate time prior to each annual meeting of shareholders at which directors are to be elected or re-elected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.

b)	At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.

c)	For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board:

	i.	personal and professional integrity, ethics and values;

	ii.	experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;

	iii.	experience in the Company’s industry and with relevant social policy concerns;

	iv.	experience as a board member of another publicly held company;

	v.	academic expertise in an area of the Company’s operations;

	vi.	practical and mature business judgment, including ability to make independent analytical inquiries; and,

	vii.	if applicable, for re-election, the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

d)	The foregoing notwithstanding, if the Company is legally bound by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to rights contained in shareholders’ agreement), then the nomination or appointment of such directors shall be governed by such requirements.

e)	The Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and make recommendations to the Board on all matters of corporate governance and on any corrective action to be taken.

	f)	The Committee shall monitor compliance with the Company’s Code of Business Conduct and Ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.

	g)	The Committee shall, at least annually, review the performance of each current director and shall consider the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term.

	h)	The Committee shall oversee the Board in the Board’s annual review of its performance (including its composition and organization), and will make appropriate recommendations to improve performance; the Committee will also be responsible for establishing the evaluation criteria and implementing the process for such evaluation.

	i)	The Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of directors or other corporate governance matters as may be required pursuant to any rules promulgated by the U.S. Securities and Exchange Commission or otherwise considered to be desirable and appropriate in the discretion of the Committee.

	j)	The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.

	k)	The Committee shall periodically report to the Board on its findings and actions.

	l)	The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.

V.	DELEGATION OF DUTIES

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s Articles and applicable laws, regulations and rules of the markets in which the Company’s securities then trade.

EX-99.10 24 ex99-10.htm

Exhibit 99.10

CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS OF

LOBO EV TECHNOLOGIES LTD.

I.	PURPOSE OF THE COMMITTEE

The purposes of the Company’s Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and to perform such further functions as may be consistent with this Charter or assigned by applicable law, the Company’s memorandum and articles of association or the Board.

II.

COMPOSITION OF THE COMMITTEE

The Committee shall consist of three (3) or more directors as determined from time to time by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Nasdaq, and any additional requirements that the Board deems appropriate. Composition of the Committee shall also comply with any other applicable laws and regulations. In addition, in affirmatively determining the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a Committee member, including but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director; and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliated of a subsidiary of the Company.

The chairperson of the Committee shall be designated by the Board. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

III.

MEETINGS AND PROCEDURES OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than once annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary, provided, that the Chief Executive Officer of the Company may not be present during any portion of a Committee meeting in which deliberation or any vote regarding his or her compensation occurs.

The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

IV.

DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

A	*Executive Compensation*

The Committee shall have the following duties and responsibilities with respect to the Company’s executive compensation plans:

To review at least annually the goals and objectives of the Company’s executive compensation plans, and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate.

To review at least annually the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new, or the amendment of existing, executive compensation plans.

To evaluate annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company’s executive compensation plans, and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider factors as it determines relevant, which may include, for example the Company’s performance and relative shareholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the Chief Executive Officer of the Company in past years. The Committee may discuss the Chief Executive Officer’s compensation with the Board if it chooses to do so.

To evaluate annually the performance of the other executive officers of the Company in light of the goals and objectives of the Company’s compensation plans, and either as a Committee or together with the other independent directors (as directed by the Board) determine and approve the compensation of such other executive officers. To the extent that long-term incentive compensation is a component of such executive officer’s compensation, the Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the factors applicable with respect to the Chief Executive Officer.

To evaluate annually the appropriate level of compensation for Board and Committee service by non-employee directors.

To review and approve any severance or termination arrangements to be made with any executive officer of the Company.

To perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any executive compensation plan.

To review perquisites or other personal benefits to the Company’s executive officers and directors and recommend any changes to the Board.

To review compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements.

To review and approve the description of executive compensation included in the Company’s annual report on Form 20-F.

To perform such other functions as assigned by law, the Company’s memorandum and articles of association or the Board.

B	*General Compensation and Employee Benefit Plans*

The Committee shall have the following duties and responsibilities with respect to the Company’s general compensation and employee benefit plans, including incentive compensation and equity-based plans:

To review at least annually the goals and objectives of the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate.

To review at least annually the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, in light of the goals and objectives of these plans, and recommend that the Board amend these plans if the Committee deems it appropriate.

To review all equity-compensation plans to be submitted for shareholder approval under the Nasdaq listing standards, and to review and, in the Committee’s sole discretion, approve all equity-compensation plans that are exempt from such shareholder approval requirement.

To perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any compensation or other employee benefit plan, including any incentive-compensation or equity-based plan.

V.	ROLE OF CHIEF EXECUTIVE OFFICER

The Chief Executive Officer may make, and the Committee may consider, recommendations to the Committee regarding the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, its incentive compensation and equity-based plans with respect to executive officers other than the Chief Executive Officer and the Company’s director compensation arrangements.

VI.

EVALUATION OF THE COMMITTEE

The Committee shall, no less frequently than annually, evaluate its own performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate to the Board for its consideration. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.

VII.

INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, the expense of which shall be borne by the Company. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration all factors relevant to that person’s independence from management, including the following:

The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

The Committee shall conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (1) in-house legal counsel; and (2) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e) (3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.

Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.

Nothing herein shall be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

* * *

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.

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