As filed with the U.S. Securities and Exchange
Commission on October 8, 2024
Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
U Power Limited
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
18/F,
Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People’s
Republic of China, 241003
0086-21-6859-3598
(Address and telephone number of Registrant’s
principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address, and telephone number of agent for
service)
With a Copy to:
Ying Li, Esq.
Lisa Forcht, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
212-530-2206
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of the registration statement.
If only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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 registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
† | The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
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 that
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the U.S. 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.
PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED OCTOBER 8,
2024 |
U Power Limited
628,933 Class A Ordinary Shares Offered by Selling
Shareholders
This prospectus covers the resale by certain selling
shareholders described herein (collectively, the “Selling Shareholders”) of up to an aggregate of 628,933 Class A ordinary
shares, par value $0.00001 per share (the “Class A Ordinary Shares”). The Selling Shareholders may, from time to time, sell,
transfer, or otherwise dispose of any or all of their Class A Ordinary Shares on any stock exchange, market, or trading facility on which
the Class A Ordinary Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated
prices.
We will not receive any of the proceeds from the
sale or other disposition of the Class A Ordinary Shares by the Selling Shareholders, but we will bear all costs, fees, and expenses in
connection with the registration of the Class A Ordinary Shares offered by the Selling Shareholders. The Selling Shareholders will bear
all commissions and discounts, if any, attributable to the sale of the Class A Ordinary Shares offered for resale through this prospectus.
For information regarding the Selling Shareholders and the times and manner in which they may offer or sell the Class A Ordinary Shares,
see “Selling Shareholders” and “Plan of Distribution.”
Our authorized share capital is $50,000 divided
into 5,000,000,000 shares comprised of: (i) 3,999,411,812 Class A Ordinary Shares, and (ii) 1,000,588,188 Class B ordinary shares, par
value $0.00001 per share (“Class B Ordinary Shares”). As of the date of this prospectus, there are 2,790,000 Class A Ordinary
Shares and 588,188 Class B Ordinary Shares issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B
Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders,
each holder of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares
are entitled to 20 votes per one Class B Ordinary Share. Class A Ordinary Shares are not convertible into shares of any other class. Class
B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder, and each one Class
B Ordinary Share is convertible into one Class A Ordinary Share.
Our Class A Ordinary Shares are listed on the
Nasdaq Capital Market, or “Nasdaq,” under the symbol “UCAR.” On October 7, 2024, the last reported sale price
of our Class A Ordinary Shares on Nasdaq was $6.49 per share.
Investing in our securities involves a
high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors”
beginning on page 12 of this prospectus and risk factors set forth in our most recent annual report on Form 20-F (the “2023
Annual Report”), in other reports incorporated herein by reference, and in an applicable prospectus supplement under the
heading “Risk Factors.”
We are not a Chinese
operating company, but rather a holding company incorporated in the Cayman Islands. As a holding company with no material operations of
our own, we conduct our operations through our operating entities established in the PRC. As such, our corporate structure involves unique
risks to investors. Investors of our Class A Ordinary Shares do not directly own any equity interests in our Chinese operating subsidiaries,
but will instead own shares of a Cayman Islands holding company. The Chinese regulatory authorities could intervene or influence the operations
of our Chinese operating subsidiaries, including disallowing our corporate structure, which would likely result in a material change in
our operations and/or a material change in the value of our Class A Ordinary Shares. See “Item 3. Key Information — D. Risk
Factors — Risks Relating to Doing Business in China — Any actions by the Chinese government, including
any decision to intervene or influence the operations of the operating entities or to exert control over any offering of securities conducted
overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of the PRC operating
entities, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of
such securities to significantly decline or be worthless.”
We are subject to legal
and operational risks associated with being based in and having the majority of our operations in China. These risks may result in a material
change in our operations, or a complete hindrance of our ability to offer or continue to offer our securities to investors, and could
cause the value of such securities to significantly decline or become worthless. Recently, the PRC government initiated a series of regulatory
actions and statements to regulate 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 using variable interest entity structure, and
adopting new measures to extend the scope of cybersecurity reviews. 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 an announcement 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 November
14, 2021, the Cyberspace Administration of China (the “CAC”) published the Regulations on the Network Data Security Administration
(Draft for Comments), or Security Administration Draft, which provides that data processing
operators engaging in data processing activities that affect or may affect national security must be subject to network data security
review by the relevant Cyberspace Administration of the PRC. According to the Security Administration Draft, data processing operators
who possess personal data of at least one million users or collect data that affects or may affect national security must be subject to
network data security review by the relevant Cyberspace Administration of the PRC. The deadline for public comments on the Security Administration
Draft was December 13, 2021. The Security Administration Draft has not been fully implemented as of the date of this prospectus. On December
28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures,
which became effective on February 15, 2022. The Cybersecurity Review Measures require that an online platform operator which possesses
the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in
foreign countries. As confirmed by our PRC counsel, Guantao Law Firm, since we are not an online platform operator that possesses over
one million users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review
Measures, and for the same reason, we will not be subject to the network data security review by the CAC if the Regulations on the Network
Data Security Administration (Draft for Comments) are enacted as proposed. There remains uncertainty, however, as to how the Cybersecurity
Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations,
rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures. For further details, see “Item
3. Key Information — D. Risk Factors — Risks Relating to Doing Business in China — We may become subject to a variety
of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.”
In addition, since 2021,
the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly
Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (draft Amendment published
on October 23, 2021 for public opinion; the newly revised Anti-Monopoly Law was promulgated on June 24, 2022, and became effective on
August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition
Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. As of the date
of this prospectus, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not
impacted our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, because neither the
Company nor its PRC operating entities engage in monopolistic behaviors that are subject to these statements or regulatory actions.
On February 17, 2023, the China Securities Regulatory Commission (the
“CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,
or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. The Trial Measures regulate both direct
and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Trial
Measures, domestic companies that seek to offer or list securities overseas, whether directly or indirectly, should fulfill the filing
procedures and report relevant information to the CSRC within three working days after submitting listing applications and subsequent
amendments. According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing
by Domestic Companies from the CSRC, or the CSRC Notice, the domestic companies that have already been listed overseas before the effective
date of the Trial Measures (i.e. March 31, 2023) shall be deemed to be existing issuers (the “Existing Issuers”). Existing
Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent
offerings. Our PRC counsel, Guantao Law Firm, advised us that, since we obtained approval from both the SEC and The Nasdaq Capital Market
(“Nasdaq”) to issue and list our ordinary shares on the Nasdaq prior to March 31, 2023, and closed our initial public offering
on April 24, 2023, we were not required to make the filing with the CSRC for our initial public offering immediately pursuant to the Trial
Measures. Our PRC counsel, Guantao Law Firm, has advised us that we are required to file with the CSRC for any subsequent offerings, and
that we are not required to file with the CSRC in connection with this resale prospectus because we are not issuing any new securities.
Given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries will be required to obtain approvals
from the PRC government to offer securities to foreign investors in the future, and whether we would be able to obtain such approvals.
If we are unable to obtain such approvals if required in the future, or inadvertently conclude that such approvals are not required then
the value of our ordinary shares may depreciate significantly or become worthless. See “Item 3. Key Information — D. Risk
Factors —Risks Relating to Doing Business in China — The PRC government exerts substantial influence over the manner
in which we and our PRC subsidiaries must conduct our business activities. We are currently not required to obtain approval from Chinese
authorities to list on U.S. exchanges, however, if we or our PRC subsidiaries are required to obtain approval in the future and are
denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchanges,
which would materially affect the interest of the investors.”
Our PRC counsel, Guantao
Law Firm, has advised us that, as of the date of this prospectus, we and our PRC subsidiaries have received from the PRC authorities all
requisite licenses, permissions, or approvals that are required and material for conducting our operations in China, such as business
licenses and auto dealer filings. However, it is uncertain whether we or our PRC subsidiaries will be required to obtain additional approvals,
licenses, or permits in connection with our business operations pursuant to evolving PRC laws and regulations, and whether we would be
able to obtain and renew such approvals on a timely basis or at all. Failing to do so could result in non-compliance and material change
in our operations, and the value of our Class A Ordinary Shares could depreciate significantly or become worthless.
Under Cayman Islands
law, a Cayman Islands company may pay a dividend on its shares out of either profit or a share premium amounts, provided that in no circumstances
may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business. As of
the date of this prospectus, (1) the Company transferred approximately $2.85 million and $5.30 million to a subsidiary, Energy U Limited,
in fiscal years 2024 and 2023, respectively, and no other cash transfers or transfers of other assets have occurred between the Company
and its subsidiaries, and (2) the Company and its subsidiaries have not made any dividends or distributions to investors. We intend
to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in
the foreseeable future. As of the date of this prospectus, we have not installed any cash management policies that dictate how funds are
transferred among the Company, its subsidiaries, or investors.
Our PRC operating entities
receive substantially all of our revenue in RMB. Under our current corporate structure, to fund any cash and financing requirements
we may have, we may rely on dividend payments from the PRC operating subsidiaries. Under existing PRC foreign exchange regulations, payment
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 State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural
requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,
subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange
regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders
who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to
be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign
currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.
Current PRC regulations
permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with
Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of
its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each such
entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the
amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used,
among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies,
the reserve funds are not distributable as cash dividends except in the event of liquidation.
Cash dividends, if any,
on our Class A Ordinary Shares, will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes,
any dividends we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding
tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region
for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate
may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however,
does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong
project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than
25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice,
a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding
tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you
that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential
withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by WFOE, Shandong Yousheng New Energy
Technology Development Co., Ltd, to its two direct Hong Kong holding companies. As of the date of this prospectus, we have not applied
for the tax resident certificate from the relevant Hong Kong tax authority. Our Hong Kong subsidiaries intend to apply for the
tax resident certificate if and when our PRC subsidiaries plan to declare and pay dividends to our Hong Kong subsidiaries.
As of the date of this
prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out
of Hong Kong (including funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal activities.
See “Item 3. Key Information — D. Risk Factors — Risks Relating to Doing Business in China — To the extent cash
or assets of our business, or of our PRC or Hong Kong subsidiaries, is in PRC or Hong Kong, such cash or assets may not be available to
fund operations or for other use outside of the PRC or Hong Kong, due to interventions in or the imposition of restrictions and limitations
by the PRC government to the transfer of cash or assets.”
Our Class A Ordinary
Shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCAA”) if the Public Company Accounting Oversight
Board of the United States (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021.
On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law as part of the Consolidated Appropriations
Act, which amended the HFCAA by reducing the number of consecutive non-inspection years required for triggering the prohibitions under
the HFCAA from three years to two.
On December 16,
2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public
accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions
taken by PRC authorities in those jurisdictions (the “Determination”). On August 26, 2022, the China Securities Regulatory
Commission (the “CSRC”), the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed the Statement of
Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong, taking the
first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission
(the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has
the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that it was able to secure complete
access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous
determinations to the contrary. Onestop Assurance PAC, 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, it is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s
compliance with the applicable professional standards. Our auditor is headquartered in 10 Anson Road, #13-09 International Plaza, Singapore
079903, and has been inspected by the PCAOB on a regular basis, with the last inspection in 2022. As such, as of the date of this
annual, we are not affected by the HFCAA and related regulations. However, should PRC authorities obstruct or otherwise fail to facilitate
the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination. There is a risk that our auditor
cannot be inspected by the PCAOB in the future, and if the PCAOB determines that it cannot inspect or fully investigate our auditor for
two consecutive years beginning in 2022, our securities will be prohibited from trading on a national exchange or over-the-counter
under the HFCAA, and, as a result, Nasdaq may determine to delist our securities, which may cause the value of our securities to decline
or become worthless. See “Item 3. Key Information — D. Risk Factors —Risk Factors — Risks Relating to
Doing Business in China — The Holding Foreign Companies Accountable Act and the Accelerating Holding Foreign Companies
Accountable Act call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification
of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB of the United States. These developments
could add uncertainties to our offering and listing on the Nasdaq Capital Market, and Nasdaq may determine to delist our securities if
the PCAOB determines that it cannot inspect or fully investigate our auditor.”
We are a “foreign private
issuer” and we are an “emerging growth company” under the federal securities laws and will be subject to reduced
public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth
Company” on page 11 of this prospectus for additional information.
The information contained or incorporated in
this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale
of our securities.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 8, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus describes the general manner in
which the Selling Shareholders identified in this prospectus may offer from time to time up to 628,933 Class A Ordinary Shares.
You should rely only on the information contained
in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, and the documents incorporated by reference,
or to which we have referred you, before making your investment decision. We have not, and the Selling Shareholders have not, authorized
any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information,
you should not rely on it. This prospectus is not an offer to sell, nor are the Selling Shareholders seeking an offer to buy, the Class
A Ordinary Shares offered by this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover
thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable
prospectus supplement or any sales of the Class A Ordinary Shares offered hereby or thereby.
If necessary, the specific manner in which the
Class A Ordinary Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update
or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in
this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any
statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document
incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies
or supersedes the earlier statement.
Neither the delivery of this prospectus nor any
distribution of the Class A Ordinary Shares pursuant to this prospectus shall, under any circumstances, create any implication that there
has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of
this prospectus. Our business, financial condition, results of operations, and prospects may have changed since such date.
COMMONLY USED DEFINED TERMS
Unless otherwise indicated or the context requires
otherwise, references in this prospectus or in a prospectus supplement to:
| ● | “AHYS”
are to Anhui Yousheng New Energy Co., Ltd., a limited liability company established pursuant to PRC laws on May 16, 2013, which is controlled
by WFOE (as defined below) with 100% equity ownership; |
| ● | “BVI”
are to the British Virgin Islands; |
| ● | “China”
and the “PRC”
are to the People’s Republic of China; |
| ● | “CD Youyineng”
are to Chengdu Youyineng Automobile Service Co., Ltd., a limited liability company established pursuant to PRC laws on October 29, 2020,
and is wholly owned by AHYS (defined below); |
| ● | “Class A ordinary shares” are to our Class A ordinary
shares, par value US$0.00001 per share; |
| ● | “Class B ordinary shares” are to our Class B ordinary
shares, par value US$0.00001 per share; |
| ● | “EV”
are to electric vehicle; |
| ● | “Hong Kong”
or “HK”
are to the Hong Kong Special Administrative Region of the PRC; |
| ● | “ISO”
are to a series of quality management and quality assurance standards published by International Organization for standardization, a non-government
organization based in Geneva, Switzerland, for assessing the quality systems of business organizations; |
| ● | “mainland China”
are to the mainland China of the PRC, excluding Taiwan, the special administrative regions of Hong Kong and Macau for the purposes of
this prospectus only; |
| ● | “our PRC subsidiaries”,
or “PRC operating subsidiaries,”
are to AHYS and its subsidiaries, including CD Youyineng, SH Youteng (defined below), SH Youxu (defined below), Youpin (defined below),
Youpin SD (defined below), ZJ Youguan (defined blow), and their respective subsidiaries; |
| ● | “RMB”
and “Renminbi”
are to the legal currency of China; |
| ● | “shares,”
“Shares,” or “Ordinary
Shares” are to our Class A ordinary shares and our Class B ordinary
shares, collectively; |
| ● | “SH Youteng”
are to Shanghai Youteng Automobile Service Co., Ltd., a limited liability company established pursuant to PRC laws on November 3, 2020,
and AHYS (defined below) holds 70% of its equity interest; |
| ● | “SH Youxu”
are to Shanghai Youxu New Energy Technology Co., Ltd., a limited liability company established pursuant to PRC laws on March 22, 2021,
and is wholly owned by AHYS; |
| ● | “SME dealers”
are to small and medium sized vehicle dealers; |
| ● | “UK”
are to the United Kingdom, made up of England, Scotland, Wales and Northern Ireland; |
| ● | “U.S.”,
“US”
or “United States”
are to United States of America, its territories, its possessions and all areas subject to its jurisdiction; |
| ● | “US$,”
“$” and “U.S.
dollars” are to the legal currency of the United States; |
| ● | “we,”
“us,” “Company,”
“our”, and “Upincar”
are to U Power Limited, the Cayman Islands holding company, and its predecessor entity and its subsidiaries, as the context requires; |
| ● | “WFOE”
are to our wholly owned Chinese subsidiary, Shandong Yousheng New Energy Technology Development Co., Ltd., a limited liability company
established pursuant to PRC laws on July 27, 2022; |
| ● | “Youpin”
are to Youpin Automobile Service Group Co., Ltd., a limited liability company established pursuant to PRC laws on July 18, 2013, and AHYS
holds 53.1072% of its equity interest; |
| ● | “Youpin SD”
are to Youpin Automobile Service (Shandong) Co., Ltd., a limited liability company established pursuant to PRC laws on June 30, 2020,
and AHYS holds 87% of its equity interest; and |
| ● | “ZJ Youguan”
are to Zhejiang Youguan Automobile Service Co., Ltd., a limited liability company established pursuant to PRC laws on May 21, 2020, and
AHYS holds 80% of its equity interest. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement,
and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical
fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements
of the plans, strategies, and objectives of management for future operations, any statements concerning proposed new projects or other
developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals,
strategies, intentions, and objectives, and any statements of assumptions underlying any of the foregoing. The words “believe,”
“anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “could,”
“should,” “potential,” “likely,” “projects,” “continue,” “will,”
and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events, are based
on assumptions, and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions, or
expectations expressed in our forward-looking statements and you should not place undue reliance on these statements. There are a number
of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements.
These important factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in
this prospectus and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with
a specific offering. These factors and the other cautionary statements made in this prospectus should be read as being applicable to all
related forward-looking statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Prospectus
Summary
Investors are cautioned that the Class A Ordinary
Shares offered under this prospectus are securities of U Power Limited, our Cayman Islands holding company, which is not a Chinese operating
company nor does it have any substantive business operations. U Power Limited conducts business in China through PRC operating entities.
The following summary highlights information
contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that
you need to consider in making your investment decision. We urge you to read this entire prospectus (as supplemented or amended), including
our consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference
in this prospectus from our other filings with the SEC, before making an investment decision.
Overview
We are a vehicle sourcing
service provider in China, with a vision to becoming an EV market player primarily focused on our proprietary battery-swapping technology,
or UOTTA technology, which is an intelligent modular battery-swapping technology designed to provide a comprehensive battery power solution
for EVs.
Since our commencement
of operations in 2013, we have principally engaged in the provision of vehicle sourcing services. We broker sales of vehicles between
automobile wholesalers and buyers, including SME dealers and individual customers primarily located in the lower-tier cities in China,
which are smaller and less developed than the tier-1 or tier-2 cities. To that end, we have focused on building business relationships
with our sourcing partners and have developed a vehicle sourcing network. As of the date of this prospectus, our vehicle sourcing network
consisted of approximately 100 wholesalers and 30 SME dealers located in lower-tier cities in China . For fiscal years ended December
31, 2021, 2022 and 2023, our revenues from the sourcing business were RMB1.4 million, RMB4.4 million and RMB 1.5 million, which constituted
17.4%, 56.8% and 7.7%, respectively, of our total revenue.
Beginning in 2020, we
gradually shifted our focus from the vehicle sourcing business to the development of our proprietary battery-swapping technology, or UOTTA
technology. According to Frost & Sullivan, the PRC government will focus on promoting the electrification of commercial vehicles
in the next few years, and it is expected that the sales volume of electric commercial vehicles will grow from 218.9 thousand units
in 2022 to 431.0 thousand units in 2026 at a CAGR of 18.5% in China, and with the increasing penetration rates of electric commercial
vehicles and the expanding battery-swapping infrastructure network, the market size by revenue of battery swapping solutions for electric
commercial vehicles is expected to increase from approximately RMB22,097.6 million in 2022 to RMB176,615.1 million in 2026,
representing a CAGR of 68.1%. In order to capture the opportunities arising from such growth, our plan is to develop a comprehensive EV
battery power solution based on UOTTA technology, which mainly consists of: (i) vehicle-mounted supervisory control units that monitor
the real-time status of an EV’s battery packs; (ii) customized vehicle control units (“VCUs”), which upload real-time
data of the electric vehicle, such as its battery status, real-time location and safety status, to our data platform, using Bluetooth
and/or Wi-Fi technologies; and (iii) our data management platform, which collects and synchronizes real-time information of the EVs
uploaded by their respective VCUs, as well as information on the availability and locations of compatible UOTTA battery-swapping stations
that assist drivers in locating the nearest compatible UOTTA battery-swapping station(s) available when the EV’s battery is
determined to be lower than a certain level; and (iv) UOTTA battery-swapping stations designed for precise positioning, rapid disassembly,
compact integration and flexible deployment of battery swapping for compatible EVs.
We have established in-house
capabilities in the innovation of EV battery-swapping technology. Through our research and development efforts, we are developing an intellectual
property portfolio. As of the date of this prospectus, we had 46 issued patents and 14 pending patent applications in China. Our research
and development team is committed to technology innovation. As of the date of this prospectus, our research and development team consisted
of 26 personnel and is led by Mr. Rui Wang and Mr. Zhanduo Hao, each of whom has experience of over 20 years in the electric
power sector.
In 2021, leveraging years
of automobile industry experience, we started cooperating with major automobile manufactures to jointly develop UOTTA-powered EVs, by
adapting selected EV models with our UOTTA technology. According to Frost & Sullivan, compared with passenger EV drivers, drivers
of commercial-use EVs experience more range anxiety and are more motivated to shorten, or even eliminate, time spent on recharging EVs,
therefore, we intend to primarily focus on developing commercial-use UOTTA-powered EVs, such as ride-hailing passenger EVs, small logistics
EVs, light electric trucks, and heavy electric trucks, and their compatible UOTTA battery-swapping stations. As of the date of this prospectus,
we have entered into cooperating agreements with two major Chinese automobile manufacturers, FAW Jiefang Qingdao Automotive Co., Ltd,
and HUBEI TRI-RING Motor Co., Ltd, to jointly develop UOTTA-powered electric trucks. We also have engaged with one battery-swapping station
manufacture to jointly develop and manufacture UOTTA battery-swapping stations that are compatible with UOTTA-powered EVs. Our UOTTA
battery-swapping stations are designed for precise positioning, rapid disassembly, compact integration and flexible deployment, allowing
battery replacement within several minutes. As of the date of this prospectus, we realized sales of eleven battery-swapping stations.
In August 2021, we completed the construction of our own battery-swapping station factory in Zibo City, Shandong Province (the “Zibo
Factory”), which commenced manufacturing UOTTA battery-swapping stations in January 2022. In January 2022, we started operating
a battery-swapping station, and in March 2023, we started operating a second battery-swapping station, both in Quanzhou City, Fujian Province,
pursuant to our cooperation agreement with Quanzhou Xinao. In order to provide a comprehensive battery power solution based on UOTTA technology,
we are in the process of developing a data management platform that connects UOTTA-powered EVs and stations, and assists the UOTTA-powered
EV drivers in locating the closest compatible UOTTA swapping-stations on their routes. We believe we have made significant progress in
entering into the EV market as of the date of this prospectus, however, there is no assurance that we will be able to execute our business
plan to expand into the EV market as we have planned. For fiscal years ended December 31 2021, 2022, and 2023, our revenues from the EV
business were RMB6.6 million, RMB3.1 million, and RMB17.1 million, which constituted 82.6%,39.2%, and 86.3%, respectively, of our total
revenue.
Recent Development
Variation of Share Capital
The 2024 annual general meeting of shareholders
(the “AGM”) of the “Company was held on August 13, 2024. At the AGM, the shareholders of the Company adopted the following
resolutions with respect to the variation of share capital:
| (a) | re-designated all of the issued shares of a par value of
US$0.00001 each (the “Shares”) in the capital of the Company (other than the 71,250 Shares held by U Create Limited, the
157,859 Shares held by U Trend Limited, the 149,435 Shares held by Upincar Limited and the 209,644 Shares held by Fortune Light Assets
Ltd) into Class A Ordinary Shares of US$0.00001 each, with each Class A Ordinary Share entitled to one vote; |
| (b) | re-designated the 71,250 Shares held by U Create Limited,
the 157,859 Shares held by U Trend Limited, the 149,435 Shares held by Upincar Limited and the 209,644 Shares held by Fortune Light Assets
Ltd into Class B Ordinary Shares of US$0.00001 each, with each Class B Ordinary Share entitled to 20 votes; |
| (c) | re-designated 3,996,621,812 authorized but unissued Shares
as Class A Ordinary Shares; and |
| (d) | re-designated 1,000,000,000 authorized but unissued Shares
as Class B Ordinary Shares, |
As a result, immediately following the AGM, the
authorized share capital of the Company was varied from US$50,000 divided into 5,000,000,000 Ordinary Shares of par value of US$0.00001
each to US$50,000 divided into 3,999,411,812 Class A Ordinary Shares of a par value of US$0.00001 each, and 1,000,588,188 Class B Ordinary
Shares of a par value of US$0.00001 each.
Entry Into two Material Definitive Agreements
with Fortune Light Assets Ltd.
On May 13, 2024, we entered into a subscription
agreement with Fortune Light Assets Ltd. (“FLA”). Pursuant to the subscription agreement, FLA agreed to subscribe for and
purchase, and the Company agreed to issue and sell to FLA, pursuant to Regulation S under the Securities Act of 1933, as amended, an aggregate
of 209,644 Ordinary Shares of the Company, par value US$0.00001 per share, at a purchase price of $4.77 per share, for an aggregate purchase
price of $1,000,001.88. The closing of the transaction took place on June 15, 2024. Pursuant to the subscription agreement, FLA is entitled
to the following: (i) one demand registration with respect to the 209,644 Ordinary Shares (such demand registration right will be terminated
on the six-month anniversary of the execution date of the subscription agreement); and (ii) the purchase of up to 492,611 Ordinary Shares
of the Company at a per share price of $6.09 for a total purchase price of up to $3,000,000, pursuant to an agreement which shall be in
customary form reasonably acceptable to the parties, and such right to purchase additional shares will be terminated on the two-year anniversary
of the execution date of the subscription agreement.
On June 24, 2024, we entered into a subscription
agreement with FLA. Pursuant to the subscription agreement, FLA agreed to subscribe for and purchase, and the Company agreed to issue
and sell to FLA, pursuant to Regulation S under the Securities Act of 1933, as amended, an aggregate of 209,644 Ordinary Shares of the
Company, par value US$0.00001 per share, at a purchase price of $4.77 per share, for an aggregate purchase price of $1,000,001.88. The
closing of the transaction took place on July 3, 2024. Pursuant to the subscription agreement, FLA is entitled to the following: (i) one
demand registration with respect to the 209,644 Ordinary Shares (such demand registration right will be terminated on the six-month anniversary
of the execution date of the subscription agreement); and (ii) the purchase of up to 164,204 Ordinary Shares of the Company at a per share
price of $6.09 for a total purchase price of up to $1,000,002.36, pursuant to an agreement which shall be in customary form reasonably
acceptable to the parties, and such right to purchase additional shares will be terminated on the two-year anniversary of the execution
date of this subscription agreement.
Entry Into a Material Definitive Agreements
with Big Benefit Ltd.
On May 23, 2024, we entered into a subscription
agreement with Big Benefit Ltd. (“BBL”). Pursuant to the subscription agreement, BBL agreed to subscribe for and purchase,
and the Company agreed to issue and sell to BBL, pursuant to Regulation S under the Securities Act of 1933, as amended, an aggregate of
419,289 Ordinary Shares of the Company, par value US$0.00001 per share, at a purchase price of $4.77 per ordinary share, for an aggregate
purchase price of $2,000,008.53.
The closing of the transaction took place on June
10, 2024. BBL is entitled to demand registration with respect to the 419,289 Ordinary Shares (such demand registration right will expire
on the six-month anniversary of the execution date of the subscription agreement).
Corporate Structure
We are a Cayman Islands
exempted company incorporated on June 17, 2021. Exempted companies are Cayman Island companies conducting business mainly outside
the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act (As Revised).
The
following diagram illustrates our corporate structure as of the date of this prospectus.
Regulatory Developments on Overseas-listing
On July 6, 2021, the relevant PRC governmental
authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions
emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based
companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the
risks and incidents faced by China-based overseas-listed companies. As these opinions are recently issued, official guidance and related
implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage.
On December 24, 2021, the China Securities Regulatory
Commission, or the CSRC, issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing
by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the
Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), of
which the public comment period ended on January 23, 2022. The Administration Provisions and Measures for overseas listings lay out specific
requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory
cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve
such supervision. Companies endangering national security are among those off-limits for overseas listings.
On February 17, 2023, the China Securities Regulatory
Commission (the “CSRC”)
released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial
Measures”), (《境内企业境外发行证券和上市管理试行办法》), which has become effective on March 31, 2023.
On the same date of the issuance of the Overseas Listings Rules, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes
on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises
and the relevant CSRC Answers to Reporter Questions on the official website of CSRC, or collectively, the Guidance Rules and Notice. The
Overseas Listings Rules, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Administration
Provisions and Measures by providing substantially the same requirements for filings of overseas offering and listing by domestic companies.
Under the Trial Measures and the Guidance Rules and Notice, domestic
companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures
with the CSRC pursuant to the requirements of the Trial Measures within three working days following submission of initial public offerings
or listing applications. The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas
supervision administrations or stock exchanges for its offering and listing before March 31, 2023 and completed their overseas offering
and listing prior to September 30, 2023, such as us, shall be deemed to be existing issuers (the “Existing Issuers”). Existing
Issuers are not required to complete the filing procedures for listing overseas immediately, but are required to file with the CSRC for
any subsequent offerings in the same overseas market within 3 working days after the offering is completed. Any failure by us to comply
with such filing requirements under the Trial Measures may result in forced corrections, warnings, and fines against us and could materially
hinder our ability to offer or continue to offer our securities.
As of the date of this prospectus, neither we
nor any of the PRC operating entities have been subject to any investigation, or received any notice, warning, or sanction from the CSRC
or other applicable government authorities related to the offering of our securities.
Permissions from the PRC Authorities
As of the date of this prospectus, we and our
PRC operating entities have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses
currently conducted in the PRC, and no such permission or approval has been denied. These licenses, permissions, and approvals, which
have been successfully obtained, are: (1) business licenses; and (2) auto dealer filings . However, in the future, if any additional
approvals or permissions are required, we cannot assure you that any of these entities will be able to receive clearance of compliance
requirements in a timely manner, or at all. Any failure to fully comply with any compliance requirements may cause our PRC operating entities,
to be unable to operate their businesses in the PRC, subject them to fines, relevant businesses or operations suspension for rectification,
or other sanctions.
On December 28, 2021, thirteen governmental departments
of the PRC, including the Cyberspace Administration of China (“CAC”), issued the revised Cybersecurity Review Measures, which
became effective on February 15, 2022. The Cybersecurity Review Measures require that any network platform operator which possesses the
personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign
countries. As advised by our PRC counsel, Guantao Law Firm, since we are not an online platform operator that possesses over one million
users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures.
However, as uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that
we will be able to comply with such regulations in all respects, and we may be ordered to rectify or terminate any actions that are deemed
illegal by regulatory authorities. We may also become subject to fines and/or other sanctions and the costs of compliance with, and other
burdens imposed by such laws and regulations may limit the use and adoption of our products, which may have material adverse effects on
our business, operations, and financial condition.
On July 7, 2022, the CAC published the Measures
for the Security Assessment of Outbound Data Transfer (《数据出境安全评估办法》),
which became effective on September 1, 2022. The measures apply to the security assessment of important data and personal information
collected and generated during operation within the territory of the People’s Republic of China and transferred abroad by a data
handler. According to the Measures, a data handler shall file with the State Cyberspace Administration for security assessment via the
Province Cyberspace Administration if it transfers data abroad under any of the following circumstances: (i) a data handler who transfers
important data abroad; (ii) a critical information infrastructure operator, or a data handler processing the personal information of more
than one million individuals transfers personal information to abroad;(iii)
since January 1 of the previous year, a data handler cumulatively transferred abroad the personal information of more than 100,000 individuals,
or the sensitive personal information of more than 10,000 individuals; or (iv) any other circumstances where the security assessment for
the outbound data transfer is required by the State Cyberspace Administration. As advised by our PRC counsel, Guantao Law Firm, since
none of our PRC operating entities is a data handler that transfers data abroad under any of the aforementioned circumstances, the operations
of the PRC operating entities, our continued listing, and this offering are not affected by the Measures for the Security Assessment of
Outbound Data Transfer.
As of the date of this prospectus, our PRC operating
entities have not received any notice from any authorities identifying the operating entities as a CIIO or requiring the operating entities
to go through cybersecurity review or network data security review by the CAC, nor have our PRC operating entities been involved in any
investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities. In addition, our PRC operating
entities have not received any inquiry, notice, warning, or sanction in such respect. We believe that our PRC operating entities are in
compliance with the aforementioned regulations and policies. However, our PRC operating entities could become subject to enhanced cybersecurity
review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review
procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension
of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions
against the PRC operating entities, which may have material adverse effect on the PRC operating entities’ business, financial condition
or results of operations.
In addition, on February 17, 2023, the CSRC promulgated
the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies
that seek to offer or list securities overseas, both directly and indirectly, shall file with the CSRC pursuant to the requirements of
the Trial Measures within three working days following submission of relevant application for listing or completion of any subsequent
offerings. If a domestic company fails to complete required filing procedures or conceals any material facts or falsifies any major content
in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and
fines, and its controlling shareholders, actual controllers, and the person directly in charge and other directly liable persons may also
be subject to administrative penalties, such as warnings and fines. As of the date of this prospectus, neither we nor any of the PRC operating
entities have been subject to any investigation, or received any notice, warning, or sanction from the CSRC or other applicable government
authorities related to the offering of our securities.
As of the date of this prospectus, we believe
that, except the filing procedures with the CSRC pursuant to the Trial Measures and supporting guidelines, neither the Company, nor the
PRC operating entities, will be required to obtain permission from any Chinese authorities to offer our securities based on PRC laws and
regulations currently in effect, and neither we nor the PRC operating entities have been denied such permission by any Chinese authorities.
However, we cannot assure you that the PRC regulatory agencies would take the same view as we do, and there is no assurance that our PRC
operating entities will always be able to successfully update or renew the licenses or permits required for the relevant business in a
timely manner or that these licenses or permits are sufficient to conduct all of their present or future business. If our PRC operating
entities (i) do not receive or maintain required permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and our PRC operating entities, are required to obtain
such permissions or approvals in the future, they could be subject to fines, legal sanctions, or an order to suspend their relevant services,
which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly
decline in value or become worthless.
Distributions and Dividends
Under Cayman Islands
law, a Cayman Islands company may pay a dividend on its shares out of either profit or a share premium amounts, provided that in no circumstances
may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business. As of
the date of this prospectus, (1) the Company transferred approximately $2.85 million and $5.30 million to a subsidiary, Energy U Limited,
in fiscal years 2024 and 2023, respectively, and no other cash transfers or transfers of other assets have occurred between the Company
and its subsidiaries, and (2) the Company and its subsidiaries have not made any dividends or distributions to investors. We
intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be
paid in the foreseeable future. As of the date of this prospectus, we have not installed any cash management policies that dictate how
funds are transferred among the Company, its subsidiaries, or investors.
Our PRC operating entities
receive substantially all of our revenue in RMB. Under our current corporate structure, to fund any cash and financing requirements
we may have, we may rely on dividend payments from the PRC operating subsidiaries. Under existing PRC foreign exchange regulations, payment
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 State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural
requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,
subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange
regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders
who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to
be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign
currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.
Current PRC regulations
permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with
Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of
its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each such
entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the
amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used,
among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies,
the reserve funds are not distributable as cash dividends except in the event of liquidation.
Cash dividends, if any,
on our ordinary shares, will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends
we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding tax at
a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the
Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered
to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically
apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial
owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC
project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must
obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong
tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain
the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under
the Double Taxation Arrangement with respect to any dividends paid by WFOE, Shandong Yousheng New Energy Technology Development Co., Ltd,
to its direct Hong Kong holding company. As of the date of this prospectus, we have not applied for the tax resident certificate
from the relevant Hong Kong tax authority. Our Hong Kong subsidiaries intend to apply for the tax resident certificate if and
when our PRC subsidiaries plan to declare and pay dividends to our Hong Kong subsidiaries.
Summary of Risk Factors
Investing
in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before
making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant
headings.
Risks Relating
to Doing Business in China
Risks and uncertainties
related to doing business in China include, but are not limited to, the following:
| ● | Changes in China’s economic, political
or social conditions, laws, regulations or governmental policies could have a material adverse effect on our business, financial conditions
and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any
changes in such laws and regulations may impair our ability to operate profitably. |
| ● | Substantial uncertainties in the promulgation, interpretation and enforcement of PRC laws and regulations
could limit the legal protections available to you and us. |
| ● | Any actions by the Chinese government, including any decision to intervene or influence the operations
of the operating entities or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based
issuers, may cause us to make material changes to the operations of the PRC operating entities, may limit or completely hinder our ability
to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless. |
| ● | We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security,
cybersecurity, and data protection. |
| ● | The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth
through acquisitions. |
| ● | To the extent cash or assets of our business, or of our PRC or Hong Kong subsidiaries, is in mainland
China or Hong Kong, such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong, due
to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets. |
| ● | Fluctuations in exchange rates could have a material and adverse effect on our results of operations and
the value of your investment. |
| ● | Governmental control of currency conversion may limit our ability to utilize our income effectively and
affect the value of your investment. |
| ● | The PRC government exerts substantial influence over the manner in which we and our PRC subsidiaries must
conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges,
however, if we or our PRC subsidiaries are required to obtain approval in the future and are denied permission from Chinese authorities
to list on U.S. exchanges, we will not be able to continue listing on U.S. exchanges, which would materially affect the interest of the
investors. |
| ● | The Holding Foreign Companies Accountable Act and the Accelerating Holding Foreign Companies Accountable
Act call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their
auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering
and listing on the Nasdaq Capital Market, and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect
or fully investigate our auditor. |
| ● | 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. |
Risks Relating
to Our Business and Industry
Risks and uncertainties
related to our business and industry include, but are not limited to, the following:
| ● | We have incurred substantial losses in the past and may incur losses in the future. There is substantial
doubt about our ability to continue as a going concern. |
| | |
| ● | We have limited operating history in an emerging and fast-growing market, and our historical financial
and operating performance may not be indicative of our future prospects and results of operations. |
| | |
| ● | We face intense competition and may not be able to compete effectively. |
| | |
| ● | We may not be able to effectively manage our growth, control expenses or implement business strategies,
any of which events may cause our PRC subsidiaries to be unable to provide services or deliver products with premium quality or compete
effectively. |
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| ● | Any harm to our brands or reputation or any damage to the reputation of the third parties with whom we
collaborate or failure to enhance brand recognition could have a material adverse effect on our results of operations and growth prospects. |
| ● | We may not be able to prevent others from unauthorized use of our intellectual property, which could harm
our business and competitive position. |
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| ● | Some of our patent applications on UOTTA technology are currently pending, we cannot assure you that such
patents will be approved, and we may not be able to prevent others from developing or exploiting competing technologies, which could have
a material and adverse effect on our business, results of operations, financial condition and prospects. |
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| ● | Any significant disruption in our IT systems, including events beyond our control, or disruptions in our
business partners’ IT systems, could have a material and adverse
effect on our business and financial condition. |
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| ● | If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately
report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our
shares may be materially and adversely affected. |
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| ● | Our business will be harmed if overall consumer demand suffers from a severe or sustained economic downturn
or if there is an oversupply in the automobile industry, the EV industry or the battery-swapping station sector. |
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| ● | The seasonality of the automobile industry impacts our operating results. |
Risks Related to
Our Vehicle Sourcing Business
Risks and uncertainties
related to our vehicle sourcing business, but are not limited to, the following:
| ● | Our vehicle sourcing network is crucial to the success of our business; if we fail to further develop
or maintain our business relationships with sourcing partners at a sustainable cost, or at all, our business, financial condition and
prospects would be materially and adversely affected. |
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| ● | The commissions from our sourcing services may decline in the future, and any material decrease in such
commissions could harm our business, financial condition and results of operations. |
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| ● | We face intense competition in the sourcing market and may not be able to compete effectively. |
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| ● | Uncertainties relating to the growth of the Chinese automotive markets in general could adversely affect
our sourcing business and results of operations. |
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| ● | Our business is sensitive to changes in the prices of new and used vehicles. |
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| ● | We rely on third-party carriers to transport vehicles to our customers, and they are subject to associated
business risks and costs and with those of the transportation industry, generally, many of which risks and costs would be out of our control. |
Risks
Related to UOTTA-powered EV and Battery-Swapping Station Business
Risks and uncertainties related to our UOTTA-powered
EV and Battery-Swapping Station business include, but are not limited to, the following:
| ● | We may encounter difficulties in entering into the EV market, which may materially and adversely affect
our growth and business prospects. |
| ● | Our future growth is dependent upon the demand for, and upon consumers’
willingness to adapt to, EVs and battery-swapping stations as a power solution. |
| ● | Our success depends on our ability to successfully develop, market and sell UOTTA-powered EVs and battery-swapping
stations. |
| ● | If UOTTA-powered EVs and battery-swapping stations do not meet the expectations of customers and users,
our business, financial condition and competitive position will be materially and adversely affected. |
| ● | We may encounter difficulty promoting and marketing UOTTA-powered EVs and battery-swapping stations because
of the lack of unified industry standards on EV batteries. |
| ● | Our reliance on third parties for manufacturing UOTTA-powered commercial-use EVs and battery-swapping
stations increases the risk that the supply of our products may become limited or interrupted or may not be of satisfactory quality and
quantity. |
| ● | If we fail to comply with regulatory requirements, our business could be adversely affected. |
| ● | We may fail to maintain our strategic partnerships with auto manufacturers to jointly develop UOTTA-powered
EVs. |
| ● | We depend on third parties for the supply of components and parts to manufacture battery-swapping stations. |
| ● | We could experience cost increases or disruptions in supply of raw materials or other components used
in the manufacturing of battery-swapping stations. |
| ● | Adverse conditions affecting one or more of our cooperating automobile manufacturers, battery-swapping
station manufacturers and suppliers may negatively impact our business, financial condition and prospects. |
| ● | We may experience delays in the development and launch of UOTTA-powered EV models in collaboration with
our cooperating manufacturers. |
| ● | The UOTTA-powered EVs we jointly develop with cooperating automobile manufacturers are subject to motor
vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business
and operating results. |
| ● | The construction and operation of our battery-swapping station manufacturing facilities are subject to
regulatory approvals or filings and may be subject to changes, delays, cost overruns or may not produce expected benefits. |
| ● | The unavailability, reduction or elimination of government and economic incentives or government policies
which are favorable for EVs, domestically produced vehicles or battery-swapping stations could have a material adverse effect on our business,
financial condition and prospects. |
Risks Related to
Our Class A Ordinary Shares and the Trading Market
Risks and uncertainties
related to our Class A Ordinary Shares and the trading market include, but are not limited to, the following:
| ● | An active trading market for our Class A Ordinary Shares may not develop or sustain, and the trading price
for our ordinary shares may fluctuate significantly. |
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| ● | The trading price of our Class A Ordinary Shares has been, and is likely to continue to be, volatile,
which could result in substantial losses to investors. |
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| ● | We may experience extreme stock price volatility unrelated to our actual or expected operating performance,
financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary
Shares. |
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| ● | The sale or availability for sale of substantial amounts of our Class A Ordinary Shares could adversely
affect their market price. |
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| ● | Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation
of our Class A Ordinary Shares for return on your investment. |
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| ● | We will incur increased costs as a result of being a public company. |
Corporate Information
Our principal executive offices are located at
18/F, building 3, science and Technology Industrial Park, Yijiang District, Wuhu City, Anhui Province (安徽省芜湖市弋江区科技产业园3号楼18层),
People’s Republic of China. Our telephone number at this address
is 00852-6859-3598. Our registered office in the Cayman Islands is located at McGrath Tonner Corporate Services Limited Genesis Building,
5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106 and the phone number of our registered office is (345) 623-2740.
Investors should submit any inquiries to the address
and telephone number of our principal executive offices. Our corporate website is http://www.upincar.com/. The information contained on
our websites is not a part of this prospectus. Our agent for service of process in the United States is located at 122 East 42nd St 18th
Floor, New York, NY 10168.
The SEC maintains a website at www.sec.gov that
contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using
its EDGAR system.
Implications of Being an Emerging Growth Company
As a company with less than US$1.235 billion
in gross revenues during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our
Business Startups Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise
applicable to public companies. These provisions include, but are not limited to:
| ● | being permitted to 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 in our filings with the SEC; |
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| ● | not being required to comply with the auditor attestation requirements in the assessment of our internal
control over financial reporting; |
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| ● | reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements
and registration statements; and |
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| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. |
We may take advantage of these provisions until
the last day of our fiscal year following the fifth anniversary of our initial public offering. However, if certain events occur before
the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed US$1.235 billion
or we issue more than US$1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company
before the end of such five-year period
In addition, Section 107 of the JOBS Act
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. We have elected to take advantage of the extended transition
period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107
of the JOBS Act.
Implications of Being a Foreign Private Issuer
As a company with less than US$1.235 billion in gross revenues
during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups
Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to
public companies. These provisions include, but are not limited to:
| ● | being permitted to 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 in our filings with the SEC; |
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| ● | not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; |
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| ● | reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements;
and |
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| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. |
We may take advantage of these provisions until the last day of our
fiscal year following the fifth anniversary of our initial public offering. However, if certain events occur before the end of such five-year
period, including if we become a “large accelerated filer,” our annual gross revenues exceed US$1.235 billion or we
issue more than US$1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company
before the end of such five-year period.
In addition, Section 107 of the JOBS Act provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying
with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.
RISK FACTORS
Investing in our securities involves risks. Before
making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus
supplement and under the heading “Item 3. Key Information—D. Risk Factors” in the 2023 Annual Report, which is incorporated
in this prospectus by reference, as updated by our subsequent filings under the Exchange Act that are incorporated herein by reference,
together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable
prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors,
there may be additional risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our
business, financial condition, or results of operations could be materially adversely affected by any of these risks. The trading price
of our securities could decline due to any of these risks, and you may lose all or part of your investment. See sections titled “Incorporation
of Documents by Reference” and “Where You Can Find Additional Information” of this prospectus.
OFFER STATISTICS AND EXPECTED TIMETABLE
The Selling Shareholders may from time to time,
offer and sell any or all of their Class A Ordinary Shares covered by this prospectus in one or more offerings. The Class A Ordinary Shares
offered under this prospectus may be offered in amounts, at prices, and on terms to be determined at the time of sale. We will keep the
registration statement of which this prospectus is a part effective until such time as all of the Class A Ordinary Shares covered by this
prospectus have been disposed of pursuant to and in accordance with such registration statement.
USE OF PROCEEDS
We will not receive any proceeds from the sale
of any of our Class A Ordinary Shares by the Selling Shareholders. We have agreed to pay all expenses relating to registering the Class
A Ordinary Shares covered by this prospectus. The Selling Shareholders will pay any brokerage commissions and/or similar charges incurred
in connection with the sale of the Class A Ordinary Shares covered hereby.
DESCRIPTION OF SHARE CAPITAL
The following description of our share capital
and provisions of our memorandum and articles of association, as amended from time to time, are summaries and do not purport to be complete.
Reference is made to our Second Amended and Restated Memorandum and Articles of Association, copies of which are filed as an exhibit to
the registration statement of which this prospectus is a part (and which is referred to in this section as our “Second Amended Articles
of Association”).
We were incorporated as an exempted company limited
by shares under the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”) on June 17, 2021. A Cayman
Islands exempted company:
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is a company that conducts its business mainly outside the Cayman Islands; |
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is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands); |
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does not have to hold an annual general meeting; |
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does not have to make its register of members open to inspection by shareholders of that company; |
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may obtain an undertaking against the imposition of any future taxation; |
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may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
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may register as a limited duration company; and |
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may register as a segregated portfolio company. |
Ordinary Shares
As of the date of this prospectus, we are authorized
to issue 3,999,411,812 Class A Ordinary Shares and 1,000,588,188 Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class
B Ordinary Shares have the same rights except for voting and conversion rights as described below.
All of our issued and outstanding Ordinary Shares
are fully paid and non-assessable. Our Ordinary Shares are issued in registered form and are issued when registered in our register of
members. Unless the board of directors determine otherwise, each holder of our Ordinary Shares will not receive a certificate in respect
of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares.
We may not issue shares or warrants to bearer.
Subject to the provisions of the Cayman Companies
Act and our Second Amended Articles of Association regarding redemption and purchase of the shares, the directors have general and unconditional
authority to allot, grant rights or options over or otherwise deal with any unissued shares to such persons, at such times and on such
terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges
that are preferential to the rights attaching to Ordinary Shares. No share may be issued at a discount except in accordance with the provisions
of the Cayman Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or
in part, for any reason or for no reason.
Voting. Holders of Class A Ordinary Shares
shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall
entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary
Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company.
Conversion. Each Class B Ordinary Share is convertible into
one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder
of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class
B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.
Dividends. Subject to any rights and restrictions of any other
class of shares, our board of directors may, from time to time, declare dividends on the shares issued and authorize payment of the dividends
out of our lawfully available funds. No dividends shall be declared by the board out of our company except the following:
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“share premium account,” which represents the excess of the price paid to our company on issue of its shares over the par or “nominal” value of those shares, which is similar to the U.S. concept of additional paid in capital. |
However, no dividend shall bear interest against
the Company.
Listing
Our Class A Ordinary Shares are listed on the
Nasdaq Capital Market under the symbol “UCAR.”
Transfer Agent and Registrar
The transfer agent and registrar for our Class
A Ordinary Shares is Transhare Corporation, at Bayside Center 1, 17755 North U.S. Highway 19, Suite #140, Clearwater, FL 33764.
Dividends
Subject to the provisions of the Cayman Companies
Act and any rights and restrictions attaching to any of our shares:
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the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and |
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our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. |
The directors, when paying dividends to shareholders,
may make such payment wholly or partly in cash and/or in specie. No dividend shall bear interest.
Voting Rights
Subject to any rights or restrictions as to voting
attached to any shares, (i) on a show of hands, every shareholder present in person or by proxy (or, if a corporation or other non-natural
person, by its duly authorized representative or proxy) shall, at a general meeting of our Company, each have one vote; and (ii) on a
poll, every shareholder present in pension or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative
or proxy) shall have one vote for each Class A Ordinary Share, 20 votes for each Class B Ordinary Share.
Conversion Rights
Class A Ordinary Shares are not convertible. Class
B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder, and each one Class
B Ordinary Share is convertible into one Class A Ordinary Shares.
Modification of Rights of Shares
Whenever our capital is divided into different
classes of shares, subject to any rights or restrictions for the time being attached to any class of shares, the rights attaching to any
class of shares may only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued shares
of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Subject to any rights or restrictions for the
time being attached to any class of shares, the rights conferred on the holders of the shares of any class shall not be deemed to be materially
adversely varied by, inter alia, the creation, allotment, or issue of further shares ranking pari passu with or subsequent to them
or the redemption or purchase of any shares of any class by us. The rights of the holders of our shares shall not be deemed to be materially
adversely varied by the creation or issue of shares with preferred or other rights, including, without limitation, the creation of shares
with enhanced or weighted voting rights.
Alteration of Share Capital
Subject to the Cayman Companies Act, our shareholders
may, by ordinary resolution:
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increase our share capital by new shares of the amount fixed by that ordinary resolution; |
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consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
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sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and |
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cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled. |
Our shareholders may, by special resolution, reduce
our share capital and any capital redemption reserve in any manner authorized by law.
Calls on Shares and Forfeiture
Subject to the terms of allotment, the directors
may make calls on the shareholders in respect of any monies unpaid on their shares and each shareholder shall (subject to receiving at
least 14 calendar days’ notice specifying the time or times of payment), pay to us the amount called on his shares. Shareholders
registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains
unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the
day it became due and payable until it is paid at the rate of eight percent per annum. The directors may, at their discretion, waive payment
of the interest wholly or in part.
We have a first and paramount lien on every share
(whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that share.
We also have a first and paramount lien on every share registered in the name of a person indebted or under liability to us (whether he
is the sole registered holder of a share or one of two or more joint holders). The lien is for all amounts owing to us by the shareholder
or the shareholder’s estate (whether or not presently payable). At any time the directors may declare a share to be wholly or in
part exempt from the lien on shares provisions of our Second Amended Articles of Association. Our lien on a share extends to any amount
payable in respect of it, including but not limited to dividends.
We may sell, in such manner as the directors may
determine, any share on which we have a lien. However, no sale will be made unless an amount in respect of which the lien exists is presently
payable or until the expiration of 14 calendar days after a notice in writing, demanding payment of such part of the amount in respect
of which the lien exists as is presently payable has been given to the registered holder of the share, or the persons entitled thereto
by reason of his death or bankruptcy.
Unclaimed Dividend
A dividend that remains unclaimed after a period
of six calendar years from the date of declaration of such dividend may be forfeited by the board of directors and, if so forfeited, shall
revert to the Company.
Forfeiture or Surrender of Shares
If a shareholder fails to pay any call or installment
of a call in respect of partly paid shares on the day appointed for payment, the directors may serve a notice on the shareholder requiring
payment of the unpaid call or installment, together with any interest which may have accrued. The notice must name a further day (not
earlier than the expiration of 14 calendar days from the date of the notice) on or before which the payment required by the notice is
to be made, and must state that in the event of non-payment at or before the time appointed, the shares in respect of which the call is
made will be liable to be forfeited.
If the requirements of any such notice are not
complied with, the directors may, before the payment required by the notice has been made, resolve that any share in respect of which
that notice has been given be forfeited.
A forfeited share may be sold or otherwise disposed
of on such terms and in such manner as the directors think fit and at any time before a sale or disposition the forfeiture may be cancelled
on such terms as the directors think fit.
A person whose shares have been forfeited shall
cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all
monies which at the date of forfeiture were payable by him to us in respect of the shares forfeited, but his liability shall cease if
and when we receive payment in full of the unpaid amount on the shares forfeited.
A certificate in writing made by a director that
a share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against
all persons claiming to be entitled to the particular share(s).
The directors may accept the surrender for no
consideration of any fully paid share.
Share Premium Account
The directors shall establish a share premium
account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the
issue of any share.
Redemption and Purchase of Own Shares
Subject to the Cayman Companies Act and our articles
of association, we may:
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purchase our own shares (including any redeemable shares) on the terms and in the manner which have been approved by the directors or by the shareholders by ordinary resolution or are otherwise authorized by our articles of association; and |
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make a payment in respect of the redemption or purchase of our own shares in any manner permitted by the Cayman Companies Act, including out of capital. |
Transfer of Shares
Our board of directors may, in its absolute discretion,
decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors
may also decline to register any transfer of such Ordinary Share unless:
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the instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
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the instrument of transfer is in respect of only one class of Ordinary Shares; |
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the instrument of transfer is properly stamped, if required; |
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any fee related to the transfer has been paid to us; and |
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in the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed four. |
If our directors refuse to register a transfer,
they are required, within three calendar months after the date on which the instrument of transfer was lodged, to send to each of the
transferor and the transferee notice of such refusal.
The registration of transfers may, on 10 calendar
days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of
members closed at such times and for such periods as our board of directors may from time to time determine. The registration of transfers,
however, may not be suspended, and our register of members may not be closed, for more than 30 calendar days in any calendar year.
Inspection of Books and Records
Holders of our Ordinary Shares will have no general
right under the Cayman Companies Act to inspect or obtain copies of our register of members or our corporate records (save for our memorandum
and articles of association, our register of mortgages and charges and special resolutions of our shareholders).
General Meetings
As a Cayman Islands exempted company limited by
shares, we are not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but
shall not be obliged to, in each calendar year hold a general meeting as an annual general meeting. Any annual general meeting held shall
be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings
shall be called extraordinary general meetings.
Our chairman or a majority of our directors may
call general meetings and they must on a shareholders’ requisition forthwith proceed to convene an extraordinary general meeting
of our Company. A shareholders’ requisition is a requisition of shareholders holding at the date of deposit of the requisition shares
which carry in aggregate not less than one-third of all votes attaching to our issued and outstanding shares that as at the date of the
deposit carry the right to vote at our general meetings. The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at our registered office and may consist of several documents in like form, each signed by one or more requisitionist.
If there are no directors as at the date of the deposit of the shareholders’ requisition or if the directors do not within 21 calendar
days from the date of the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further
21 calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves
convene a general meeting, but any meeting so convened must not be held after the expiration of two calendar months after the expiration
of the said 21 calendar days.
At least 10 calendar days’ notice shall
be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day
for which it is given and shall specify the place, the day, and the hour of the meeting and the general nature of the business and shall
be given in the manner mentioned in our articles of association or in such other manner if any as may be prescribed by our Company. Notwithstanding
the foregoing, a general meeting will, whether or not the notice specified in our articles of association has been given and whether or
not the provisions of our articles of association regarding general meetings have been complied with, be deemed to have been duly convened
if it is so agreed: (a) in the case of an annual general meeting, by all the shareholders (or their proxies) entitled to attend and vote
thereat; and (b) in the case of an extraordinary general meeting, by two-thirds of the shareholders having a right to attend and vote
at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorized representative
or proxy.
No business, except for the appointment of a chairman
for the meeting, may be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds
to business. One or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of all
votes attaching to all shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation
or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.
If, within half an hour from the time appointed
for the general meeting, a quorum is not present, the meeting will be dissolved.
The chairman may, with the consent of any general
meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which
the adjournment took place. When a meeting is adjourned for 14 calendar days or more, notice of the adjourned meeting shall be given in
accordance with our articles of association.
At any general meeting, a resolution put to the
vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of
hands) demanded by the chairman of the meeting or any shareholder holding not less than 10 per cent of the votes attaching to the shares
present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on
a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of
the proceedings of our Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded
in favor of, or against, that resolution.
If a poll is duly demanded it shall be taken in
such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded.
All questions submitted to a general meeting shall
be decided by an ordinary resolution, except where a greater majority is required by our articles of association or by the Cayman Companies
Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands
takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
Directors
Unless otherwise determined by our Company in
general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to
time by our board of directors.
A director may be appointed by ordinary resolution
or by the directors. The Board may, by the affirmative vote of a simple majority of the remaining directors present and voting at a Board
meeting, appoint any person as ad, to fill a casual vacancy on the Board or as an addition to the existing Board.
The remuneration of the directors may be determined
by the directors or by ordinary resolution.
A director is not required to hold any shares
in our Company by way of qualification. A director who is not a shareholder of our Company is nevertheless entitled to attend and speak
at general meetings.
An appointment of a director may be on terms that
the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting
or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no
such term will be implied in the absence of express provision. Each director whose term of office expires will be eligible for re-election
at a meeting of the shareholders or re-appointment by the board of directors.
A director may be removed by ordinary resolution
notwithstanding anything in our articles of association or in any agreement between our Company and such director (but without prejudice
to any claim for damages under such agreement). A vacancy on the board of directors created by the removal of a director under the previous
sentence may be filled by ordinary resolution or by the affirmative vote of a simple majority of the remaining directors present and voting
at a meeting of the board of directors. The notice of any meeting at which a resolution to remove a director shall be proposed or voted
upon must contain a statement of the intention to remove that director and such notice must be served on that director not less than 10
calendar days before the meeting. Such director is entitled to attend the meeting and be heard.
The office of a director will be vacated if the
director:
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becomes bankrupt or makes any arrangement or composition with his creditors; |
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dies or is found to be or becomes of unsound mind; |
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resigns his office by notice in writing to us; |
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without special leave of absence from the board of directors, is absent from meetings of the board of directors for three consecutive meetings and the board of directors resolves that his office be vacated; or |
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is removed from office pursuant to any other provision of our articles of association. |
Each of the compensation committee and the nominating
and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent
within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors, all
of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria for independence
set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.
Powers and Duties of Directors
Subject to the provisions of the Cayman Companies
Act and our Second Amended and Restated Memorandum and Articles of Association, our business shall be managed by the directors, who may
exercise all our powers. No resolution passed by the shareholders in general meeting shall invalidate any prior act of the directors that
would have been valid if that resolution had not been passed.
The directors may delegate any of their powers
to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the directors. Our board of directors have established an
audit committee, a compensation committee, and a nomination and corporate governance committee.
The board of directors may establish any committees,
local boards, or agencies for managing any of our affairs and delegate to it any of the powers, authorities, and discretions for the time
being vested in the directors (with power to sub-delegate) and may appoint any natural persons to be members of a committee, local board,
or agency or to be managers or agents, and may fix their remuneration.
The directors may from time to time and at any
time by power of attorney or otherwise appoint any company, firm, or person or body of persons, to be our attorney or attorneys or authorized
signatory for such purposes and with such powers, authorities, and discretion (not exceeding those vested in or exercisable by the directors
under our articles of association) and for such period and subject to such conditions as they may think fit. Any such power of attorney
or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney or authorized
signatory as the directors may think fit, and may also authorize any such attorney or authorized signatory to delegate all or any of the
powers, authorities, and discretion vested in him.
The directors may from time to time at their discretion
exercise all our powers to raise or borrow money and to mortgage or charge our undertaking, property and assets (present and future) and
uncalled capital or any part thereof, to issue debentures, debenture stock, bonds, and other securities, whether outright or as collateral
security for any of our or any third party’s debts, liabilities, or obligations.
A director who is in any way, whether directly or indirectly, interested
in a contract or transaction or proposed contract or transaction with our Company shall declare the nature of his interest at a meeting
of the directors.A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement,
or proposal in which he has an interest which is not a material interest or as described above provided that such director, if his interest
(whether direct or indirect) in such contract or arrangement is material, has declared the nature of his interest at the earliest meeting
of the board of directors at which it is practicable for him to do so, either specifically or by way of a general notice, and if such
contract of arrangement is a transaction with a related party, such transaction has been approved by our audit committee.
A director may, vote (and be counted in the quorum) in respect
of any contract, transaction, arrangement, or proposal in which he has an interest which is not a material interest or as described above
provided that such director, if his interest (whether direct or indirect) in such contract or arrangement is material, has declared the
nature of his interest at the earliest meeting of the board of directors at which it is practicable for him to do so, either specifically
or by way of a general notice, and if such contract of arrangement is a transaction with a related party, such transaction has been approved
by our audit committee.
Capitalization of Profits
Subject to the Cayman Companies Act, the directors
may:
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resolve to capitalize an amount standing to the credit of reserves (including a share premium account capital redemption reserve and profit and loss account), which is available for distribution; |
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appropriate the sum resolved to be capitalized to the shareholders in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards: (i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or (ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid, to the shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve, and profits which are not available for distribution may for these purposes only be applied in paying up unissued shares to be allotted to shareholders credited as fully paid; |
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make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without limitation, where shares or debentures become distributable in fractions the directors may deal with the fractions as they think fit; |
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authorize a person to enter (on behalf of all the shareholders concerned) into an agreement with us providing for either: (i) the allotment to the shareholders respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalization, or (ii) the payment by us on behalf of the shareholders (by the application of their respective proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts remaining unpaid on their existing shares, and any such agreement made under this authority being effective and binding on all those shareholders; and |
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generally do all acts and things required to give effect to the resolutions. |
Liquidation Rights
If we are wound up, the shareholders may, subject
to any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of
the following:
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divide amongst the shareholders in specie or in kind the whole or any part of our assets and, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders; and |
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vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like sanction, thinks fit, but so that no shareholder will be compelled to accept any asset upon which there is a liability. |
Register of Members
Under the Cayman Companies Act, we must keep a
register of members and there should be entered therein:
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the names and addresses of our shareholders, and, a statement of the shares held by each member, which: |
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distinguishes each share by its number (so long as the share has a number); |
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confirms the amount paid, or agreed to be considered as paid, on the shares of each member; |
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confirms the number and category of shares held by each member; and |
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confirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; |
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the date on which the name of any person was entered on the register as a shareholder; and |
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the date on which any person ceased to be a shareholder. |
Under the Cayman Companies 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 shareholder registered in the register of members is deemed as a matter
of the Cayman Companies Act to have legal title to the shares as set against its name in the register of members. Upon the completion
of our offerings, the register of members will be immediately updated to record and give effect to the issuance of shares by us to the
custodian or its nominee. 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 shareholder of our company, the person or shareholder aggrieved (or any shareholder of our company or our
company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Grand Court of
the Cayman Islands 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.
The Cayman Companies Act is derived, to a large
extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly
there are significant differences between the Cayman Companies Act and the current Companies Act of the UK. In addition, the Cayman Companies
Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant
differences between the provisions of the Cayman Companies Act applicable to us and the comparable laws applicable to companies incorporated
in the State of Delaware in the United States.
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Delaware |
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Cayman Islands |
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Title of Organizational Documents |
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Certificate of Incorporation and Bylaws |
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Memorandum and Articles of Association |
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Duties of Directors |
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Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders. |
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As a matter
of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore
it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests
of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so)
and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her
duty to a third party.
A director
of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not
exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her
knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required
skill and care and these authorities are likely to be followed in the Cayman Islands. |
Limitations on Personal Liability of Directors |
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Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective. |
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The Companies Act has no equivalent provision to Delaware law regarding the limitation of director’s liability. However, as a matter of public policy, Cayman Islands law will not allow the limitation of a director’s liability to the extent that the liability is a consequence of the director committing a crime or of the director’s own fraud, dishonesty or willful default. |
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Indemnification of Directors, Officers, Agents, and Others |
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A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred. |
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Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.
Our Second Amended Articles of Association provide
that we will indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our
Company (but not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges,
expenses, losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty,
willful default, or fraud, in or about the conduct of our business or affairs (including as a result of any mistake of judgment) or in
the execution or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph
(a) above, any costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil
proceedings concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere. |
Interested Directors |
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Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit. |
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Under our Second Amended Articles of Association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his or her interest, provided that in exercising any such vote, such director’s duties remain as described above. |
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Voting Requirements |
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The certificate of incorporation may include a
provision requiring supermajority approval by the directors or shareholders for any corporate action.
In addition, under Delaware law, certain business
combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders. |
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As a matter of Cayman Islands law, certain matters
must be approved by special resolution of the shareholders, including amending or adopting memorandum or articles of association of a
Cayman Islands company, reduction of share capital, change of name, authorization of a plan of merger, voluntary winding up of the company
or the recalling of the voluntary liquidation of the company.
The Cayman Companies Act requires that a special
resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association,
of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders
entitled to vote at a general meeting. |
Voting for Directors |
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Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. |
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Our Second Amended Articles of Association provide that our directors may be appointed by a resolution of our board of directors to fill a casual vacancy on the board of directors or as an addition to the board of directors or by an ordinary resolution of our shareholders. |
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Cumulative Voting |
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No cumulative voting for the election of directors unless so provided in the certificate of incorporation. |
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There are no prohibitions in relation to cumulative voting under the Cayman Companies Act but our Second Amended Articles of Association do not provide for cumulative voting. |
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Directors’ Powers Regarding Bylaws |
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The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws. |
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Our Second Amended Articles of Association may only be amended by a special resolution of the shareholders. |
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Nomination and Removal of Directors and Filling Vacancies on Board |
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Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office. |
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Nomination and removal of directors and filling
of board vacancies are governed by the terms of the memorandum and articles of association. Our Second Amended Articles of Association
provide that directors may be removed with or without cause, by an ordinary resolution of our shareholders.
In addition, a director’s office shall be
vacated if the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; (2) is found to be or becomes
of unsound mind or dies; (3) resigns his office by notice in writing to the company; (4) becomes unable to serve; (5) without special
leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office
be vacated; or (6) is removed from office pursuant to any other provisions of our Second Amended Articles of Association. |
Mergers and Similar Arrangements |
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Under Delaware law, with certain exceptions, a
merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors
and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in
certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder
may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration
such shareholder would otherwise receive in the transaction.
Delaware law also provides that a parent corporation,
by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock without
a vote by shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights. |
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The Cayman Companies Act permits mergers and consolidations
between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger”
means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies
as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated
company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect
such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which
must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization,
if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of
Companies in the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the
assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be
given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published
in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these
statutory procedures.
A merger between a Cayman Islands parent company
and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose, a
subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating
security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands. |
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Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful. |
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In addition, there are statutory provisions that
facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by (a) 75% in value of the shareholders
or class of shareholders, as the case may be, or (b) a majority in number representing 75% in value of the creditors or each class of
creditors, as the case may be, with whom the arrangement is to be made, that are, in each case, present and voting either in person or
by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be
sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that
the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory
provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question
and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; (c)
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;
and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.
The Cayman Companies Act also contains a statutory
power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholders upon a tender
offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a
two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such
shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in
the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved,
or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise
ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially
determined value of the shares. |
Shareholder Suits |
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Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action. |
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In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge: (a) an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders; (b) an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and (c) an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company. |
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Inspection of Corporate Records |
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Under Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation. |
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Shareholders of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of a list of shareholders or other corporate records (other than, the memorandum and articles of association, the register of mortgages or charges and special resolutions of the shareholders) of the company. However, these rights may be provided in the company’s memorandum and articles of association. |
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Shareholder Proposals |
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Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting. |
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The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Second Amended Articles of Association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to all of our issued and outstanding shares, to requisition a general meeting of our shareholders, in which case our chairman or a majority of our directors are obliged to call such meeting. If there are no directors as at the date of the deposit of the shareholders’ requisition or if the directors do not within 21 calendar days from the date of the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 21 calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened must not be held after the expiration of two calendar months after the expiration of the said 21 calendar days. Our Second Amended Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our corporate governance guidelines require us to call an annual general meeting every year. |
Approval of Corporate Matters by Written Consent |
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Delaware law permits shareholders to take actions by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders. |
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The Cayman Companies Act allows a special resolution to be passed in writing if signed by all shareholders who would have been entitled to vote on such matter at a general meeting (if authorized by the memorandum and articles of association). |
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Calling of Special Shareholders Meetings |
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Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders. |
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The Cayman Companies Act does not have provisions governing the proceedings of shareholders meetings, which are usually provided in the memorandum and articles of association. Please see above. |
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Dissolution; Winding Up |
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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 of directors. |
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Under the Cayman Companies Act, a company may be wound up voluntarily (a) by virtue of a special resolution, (b) because the period, if any, fixed for the duration of the company by its articles of association has expired, or (c) because the event, if any, has occurred, on the occurrence of which its articles of association provide that the company shall be wound up. Our articles of association contain no fixed period for the duration of our Company and no provisions for the winding up of our Company on the occurrence of any particular event. Under the Cayman Companies Act, a company may also be wound up compulsorily by order of the Grand Court of the Cayman Islands, including if the company is unable to pay its debts as they fall due or the Grand Court of the Cayman Islands is of the opinion that it is just and equitable that the company should be wound up. |
History of Share Issuances
The following is a summary of our share issuances
since incorporation in 2021. We note that any “Ordinary Shares” referred to below, and issued prior to August 13, 2024, have
since been re-designated as Class A Ordinary Shares or as Class B Ordinary Shares. See “Prospectus Summary — Recent
Development — Variation of Share Capital” in this prospectus. The below share numbers and their respective
prices reflect the 1-for-100 reverse share split implemented on March 31, 2024.
The Company was incorporated in the Cayman Islands
as an exempted company with limited liability on June 17, 2021. On the date of our incorporation, we issued 2,000,000 Ordinary Shares
for US$0.00001 per share to certain founding shareholders:
Purchaser | |
Number of Ordinary Shares | |
Upincar Limited | |
| 913,708 | |
U Trend Limited | |
| 949,914 | |
U Battery Limited | |
| 50,762 | |
U Taste Car Limited | |
| 40,610 | |
Will Hunting & U Holding Limited | |
| 36,120 | |
Union Ahead Limited | |
| 8,886 | |
On November 26, 2021, we issued 60,971.78
Ordinary Shares for US$0.00001 per share to Jiuchuang Youpin Limited.
On February 28, 2022, our board of directors
approved the repurchase of 1,691,391.78 Ordinary Shares for US$0.00001 per share from the following shareholders:
Shareholder | |
Number of Ordinary Shares | |
Upincar Limited | |
| 744,423 | |
U Trend Limited | |
| 789,555 | |
U Battery Limited | |
| 38,517 | |
U Taste Car Limited | |
| 35,610 | |
Will Hunting & U Holding Limited | |
| 29,780.5 | |
Union Ahead Limited | |
| 7,326.5 | |
Jiuchuang Youpin Limited | |
| 46,179.78 | |
On February 28, 2022, we issued 130,420 Ordinary
Shares for US$0.00001 per share to the following shareholders:
Purchaser | |
Number of Ordinary Shares | |
U Create Limited | |
| 75,000 | |
Everpine Delta Fund L.P. | |
| 55,420 | |
On April 21, 2023, the Company closed its initial
public offering (the “IPO”) of 24,166.67 Ordinary Shares, pursuant to a registration statement on Form F-1 (File No.333-268949),
which was declared effective by the SEC on March 31, 2023. The Ordinary Shares were priced at $600 per share and the IPO was conducted
on a firm commitment basis. On April 25, 2023, WestPark Capital, Inc, as the representative of the underwriters of the IPO of the Company,
partially exercised the over-allotment option to purchase an additional 833.33 Ordinary Shares at the IPO price of $600 per share.
On December 6, 2023, the Company closed a registered
follow-on offering to three investors in connection with the offering and sale of 100,000 units (the “Units,” and each a “Unit”),
consisting of an aggregate of (a) 100,000 Ordinary Shares of the Company, (b) 100,000 Series A Warrants, and (c) 100,000 Series B Warrants,
at a price of $120 per Unit. As of the date of this prospectus, the investors have exercised all the Series B Warrants for a total of
1,535,936.71 Ordinary Shares pursuant to an alternative cashless exercise clause under the Series B Warrants. All Series A Warrants are
outstanding as of the date of this prospectus.
On February 6, 2024, the Company issued 300,000
Ordinary Shares (valued at $26,25,000) to Lingzhi Zeng, the sole shareholder of Matson (Hong Kong) Industry Co., Limited, in a transaction
to acquire 26.25% of Mason’s total equity.
On June 10, 2024, the Company issued and sold
to Big Benefit Ltd., an aggregate of 419,289 Ordinary Shares of the Company, at a purchase price of $4.77 per Ordinary Share, for an aggregate
purchase price of $2,000,008.53.
On June 15, 2024, the Company issued and sold
to Fortune Light Assets Ltd., an aggregate of 209,644 Ordinary Shares of the Company, at a purchase price of $4.77 per Ordinary Share,
for an aggregate purchase price of $1,000,001.88.
On July 3, 2024, the Company issued and sold to
Fortune Light Assets Ltd., an aggregate of 209,644 Ordinary Shares of the Company, at a purchase price of $4.77 per Ordinary Share, for
an aggregate purchase price of $1,000,001.88.
SELLING
SHAREHOLDERS
We are registering up to an aggregate of 628,933
Class A Ordinary Shares held by the Selling Shareholders as specified in the table below. We will not receive any of the proceeds from
the sale of Class A Ordinary Shares by the Selling Shareholders. The Class A Ordinary Shares were issued to the Selling Shareholders pursuant
to an exemption from registration under the Securities Act in reliance upon Regulation S promulgated thereunder. Except for the ownership
of the Class A Ordinary Shares, the Selling Shareholder have not had any material relationship with us within the past three years.
The Class A Ordinary Shares beneficially owned
by the Selling Shareholders are being registered to permit public secondary trading of these securities, and the Selling Shareholders
may offer these Class A Ordinary Shares for resale from time to time as described in the “Plan of Distribution” in this prospectus.
The following table sets forth (a) the name and
position or positions with the Company of each Selling Shareholder; (b) the number of Class A Ordinary Shares held by each Selling Shareholder
as of the date of this prospectus; (c) the number of Class A Ordinary Shares that each Selling Shareholder may offer for sale from time
to time pursuant to this prospectus, whether or not such Selling Shareholder has a present intention to do so; and (d) the number of Class
A Ordinary Shares beneficially owned by each Selling Shareholder following the sale of all shares that may be so offered pursuant to this
prospectus, assuming no other change in ownership of Class A Ordinary Shares by such Selling Shareholder after the date of this prospectus.
Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.
Inclusion of an individual’s name in the
table below does not constitute an admission that such individual is an “affiliate” of the Company.
For purposes of this table, beneficial ownership
is determined in accordance with Rule 13d-3 promulgated under the Exchange Act, and includes voting power and investment power with respect
to such shares. In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of Class
A Ordinary Shares outstanding for that individual or group includes unissued shares subject to options, warrants, rights or conversion
privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.
The applicable percentages of ownership and voting
power are based on an aggregate of 2,790,000 Class A Ordinary Shares and 588,188 Class B Ordinary Shares issued and outstanding on October
8, 2024.
| |
Shares
Currently Owned | | |
Maximum
Number of
| |
Number
of Shares Owned After Resale(3) | |
Name
of Selling Shareholder | |
Number(1) | |
Percentage of
Class A
Ordinary
Shares | | |
Percentage of
Aggregate
Voting
Power(2) | | |
Shares to be
Offered
Pursuant to this Prospectus | |
Number | | |
Percentage of
Class A
Ordinary
Shares | | |
Percentage of
Beneficial
Ownership | | |
Percentage of
Aggregate
Voting
Power | |
Fortune
Light Assets Ltd. (4) | |
209,644
Class A
Ordinary Shares | |
| 7.5 | % | |
| 1.44 | % | |
209,644
Class A
Ordinary Shares | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Big
Benefit Ltd. (5) | |
419,289
Class A
Ordinary Shares | |
| 15 | % | |
| 2.88 | % | |
419,289
Class A
Ordinary Shares | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
628,933
Class A
Ordinary Shares | |
| 22.5 | % | |
| 4.32 | % | |
628,933
Class A
Ordinary Shares | |
| — | | |
| — | | |
| — | | |
| — | |
(1) |
Because each of the Selling Shareholders (a) may offer all or some of the Class A Ordinary Shares that such shareholder holds in the offering contemplated by this prospectus, (b) the offering of Class A Ordinary Shares is not being underwritten on a firm commitment basis, and (c) the Selling Shareholders could purchase additional Class A Ordinary Shares from time to time, no estimate can be given as to the number of shares or percent of our shares that will be held by the Selling Shareholders upon termination of the offering. |
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(2) |
For each person or group included in this column,
the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting
power of all of our Class A and Class B Ordinary Shares as a single class. In respect of all matters upon which the Ordinary
Shares are entitled to vote, each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled
to 20 votes, voting together as one class. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any
time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
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(3) |
Assumes the sale of all of the Class A Ordinary Shares. |
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(4) |
Fortune
Light Assets Ltd. is incorporated in British Virgin Islands and is wholly owned by Chatchaval Jiaravanon. The business address of
Fortune Light Assets Ltd. and Chatchaval Jiaravanon and is 18 True Tower 31F, Ratchadapisek Road, Huai Khwang, Bangkok 10310, Thailand.
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(5) |
Big Benefit Ltd. is incorporated in Hong Kong and is wholly owned by
Onkui Chow. Big Benefit Ltd. and Onkui Chow’s business address is Room 2508, CC Wu Building, 302-8 Hennessy Road, Wanchai, Hong
Kong. |
The Company may supplement this prospectus from
time to time as required by the rules of the SEC to include certain information concerning the security ownership of the Selling Shareholders
or any new selling shareholders, the number of securities offered for resale and the position, office, or other material relationship
which a Selling Shareholder has had within the past three years with the Company or any of its predecessors or affiliates.
PLAN OF DISTRIBUTION
In this section of the prospectus, the term “Selling
Shareholders” means and includes:
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the persons identified in the table above as the Selling Shareholders; and |
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any of the donees, pledgees, distributees, transferees, or other successors in interest of those persons referenced above who may: (a) receive any of the Class A Ordinary Shares offered hereby after the date of this prospectus and (b) offer or sell those shares hereunder. |
The Class A Ordinary Shares offered by this prospectus
may be sold from time to time directly by the Selling Shareholders. Alternatively, the Selling Shareholders may from time to time offer
such shares through underwriters, brokers, dealers, agents, or other intermediaries. The Selling Shareholders as of the date of this prospectus
have advised us that there were no underwriting or distribution arrangements entered into with respect to the Class A Ordinary Shares
offered hereby. The distribution of the Class A Ordinary Shares by the Selling Shareholders may be effected: in one or more transactions
that may take place on the Nasdaq Capital Market (including one or more block transaction) through customary brokerage channels, either
through brokers acting as agents for the Selling Shareholders, or through market makers, dealers, or underwriters acting as principals
who may resell these shares on the Nasdaq Capital Market; in privately-negotiated sales; by a combination of such methods; or by other
means. These transactions may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market
prices, or at other negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the
Selling Shareholders in connection with sales of our Class A Ordinary Shares.
The Selling Shareholders may enter into hedging
transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may
engage in short sales of our Class A Ordinary Shares in the course of hedging the positions they assume with the Selling Shareholders.
The Selling Shareholders also may sell shares short and redeliver the shares to close out such short positions. The Selling Shareholders
may enter into options or other transactions with broker-dealers which require the delivery to the broker-dealer of our Class A Ordinary
Shares. The broker-dealer may then resell or otherwise transfer such Class A Ordinary Shares pursuant to this prospectus.
The Selling Shareholders may also lend or pledge
our Class A Ordinary Shares to a broker-dealer. The broker-dealer may sell the Class A Ordinary Shares so lent, or upon a default the
broker-dealer may sell the pledged Class A Ordinary Shares pursuant to this prospectus. Any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
The Selling Shareholders have advised us that
they have not entered into any agreements, understandings, or arrangements with any underwriters or broker-dealers regarding the sale
of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of the Class A Ordinary
Shares by the Selling Shareholders.
Although the Class A Ordinary Shares covered by
this prospectus are not currently being underwritten, the Selling Shareholders or their underwriters, brokers, dealers, or other agents
or other intermediaries, if any, that may participate with the selling security holders in any offering or distribution of the Class A
Ordinary Shares may be deemed “underwriters” within the meaning of the Securities Act and any profits realized or commissions
received by them may be deemed underwriting compensation thereunder.
Under applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Class A Ordinary Shares offered hereby may not simultaneously engage in market
making activities with respect to the Class A Ordinary Shares for a period of up to five days preceding such distribution. The Selling
Shareholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including
without limitation Regulation M, which provisions may limit the timing of purchases and sales by the Selling Shareholders.
In order to comply with certain state securities
or blue sky laws and regulations, if applicable, the Class A Ordinary Shares offered hereby will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Class A Ordinary Shares may not be sold unless they are registered or
qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained.
We will bear all costs, expenses, and fees in
connection with the registration of the Class A Ordinary Shares offered hereby. The Selling Shareholders, however, will bear any brokerage
or underwriting commissions and similar selling expenses, if any, attributable to the sale of the Class A Ordinary Shares offered pursuant
to this prospectus.
There can be no assurance that the Selling Shareholders
will sell any or all of the securities offered by them hereby.
TAXATION
Material income tax consequences relating to the
purchase, ownership, and disposition of the securities offered by this prospectus are set forth in “Item 10. Additional Information—E.
Taxation” in the 2023 Annual Report, which is incorporated herein by reference, as updated by our subsequent filings under the Exchange
Act that are incorporated by reference and, if applicable, in any accompanying prospectus supplement or relevant free writing prospectus.
MATERIAL CONTRACTS
Our material contracts are described in the documents
incorporated by reference into this prospectus. See “Incorporation of Documents by Reference” below.
MATERIAL CHANGES
Except as otherwise described in the 2023 Annual
Report, in our reports of foreign issuer on Form 6-K filed or submitted under the Exchange Act and incorporated by reference herein, and
as disclosed in this prospectus or the applicable prospectus supplement, no reportable material changes have occurred since December 31,
2023.
LEGAL MATTERS
We are being represented by Hunter Taubman Fischer
& Li LLC with respect to certain legal matters of U.S. federal securities and New York State law. The validity of the securities offered
in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (Hong Kong)
LLP, our counsel as to Cayman Islands law. Legal matters as to PRC law will be passed upon for us by Guantao Law Firm. If legal matters
in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers, or agents, such counsel
will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The consolidated financial statements for the
fiscal years ended December 31, 2023, 2022 incorporated herein by reference to the 2023 Annual Report have been so incorporated in reliance
on the report of Onestop Assurance PAC, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting. The office of Onestop
Assurance PAC is located at 10 Anson Road, #13-09 International Plaza, Singapore 079903.
The consolidated financial statements for the
fiscal years ended December 31, 2021 incorporated herein by reference to the 2023 Annual Report have been so incorporated in reliance
on the report of WWC, P.C. an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting. The office of WWC, P.C. is located at 2010 Pioneer Court, San Mateo, CA 94403.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
on Form F-3 that we filed with the SEC registering the Class A Ordinary Shares that may be offered and sold hereunder. This prospectus,
which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement,
the exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered
hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein.
Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the
registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document
filed as an exhibit to the registration statement. We are required to file reports and other information with the SEC pursuant to the
Exchange Act, including annual reports on Form 20-F and reports of foreign private issuers on Form 6-K.
The SEC maintains a website at www.sec.gov that
contains reports and other information regarding issuers, like us, that file electronically with the SEC. The information on our website
(www.upincar.com), other than the Company’s SEC filings, is not, and should not be, considered part of this prospectus and is not
incorporated by reference into this document.
As a foreign private issuer, U Power Limited is
exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the
SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus certain information we file with the SEC. This means that we can disclose important information to you by referring
you to those documents. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document,
which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We hereby incorporate by reference into this prospectus
the following documents:
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(1) |
our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2024; |
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(2) |
our reports of foreign private issuer on Form 6-K
filed with the SEC on May 20,
2024, May 30, 2024, July
1, 2024, July 18, 2024, August
13, 2024 and October 4, 2024; |
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(3) |
the description of our Ordinary Shares contained in our registration statement on Form 8-A, filed with the SEC on March 31, 2023, and any amendment or report filed for the purpose of updating such description; |
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(4) |
any future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus; and |
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(5) |
any future reports of foreign private issuer on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference into the registration statement of which this prospectus forms a part. |
The 2023 Annual Report contains a description
of our business and audited consolidated financial statements with reports by our independent auditors. These statements were prepared
in accordance with U.S. GAAP.
Unless expressly incorporated by reference, nothing
in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents
incorporated by reference in this prospectus, other than exhibits to those document unless such exhibits are specially incorporated by
reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this
prospectus on the written or oral request of that person made to:
U Power Limited
18/F,
building 3, science and Technology Industrial Park,
Yijiang District,
Wuhu City, Anhui Province
People’s Republic of China, 241003
00852-6859-3598
You should rely only on the information that we
incorporate by reference or provide in this prospectus. We have not authorized anyone to provide you with different information. We are
not making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information contained or incorporated in this prospectus by reference is accurate as of any date other than the date of the document
containing the information.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As permitted by SEC rules, this prospectus omits
certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since this prospectus
may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed
a contract, agreement, or other document as an exhibit to the registration statement of which this prospectus forms a part, you should
read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus, including statements
incorporated by reference as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference
to the actual document.
We are subject to periodic reporting and other
informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports,
including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected over the
Internet at the SEC’s website at www.sec.gov.
As a foreign private issuer, we are exempt under
the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers,
directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic or current reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the Cayman
Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits:
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political and economic stability; |
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an effective judicial system; |
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a favorable tax system; |
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the absence of exchange control or currency restrictions; and |
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the availability of professional and support services. |
However, certain disadvantages accompany incorporation
in the Cayman Islands. These disadvantages include:
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the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provide significantly less protection to investors; and |
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Cayman Islands companies may not have standing to sue before the federal courts of the United States. |
Our memorandum and articles of association do
not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our
officers, directors and shareholders, be arbitrated.
We conduct a substantial amount of our operations
in China, and a substantial amount of our assets are located in China. A majority our officers are nationals or residents of jurisdictions
other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult
or impossible for a shareholder to effect service of process within the United States upon us or these persons, or to enforce against
us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities
laws of the United States or any state in the United States. It may also be difficult for shareholder 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 executive officers and directors.
We have appointed Cogency Global Inc. located
at 122 East 42nd St 18th Floor, New York, New York 10168, as our agent upon whom process may be served in any action brought against us
under the securities laws of the United States.
Maples and Calder (Hong Kong) LLP, our counsel
as to Cayman Islands law, has advised us that the courts in the Cayman Islands are unlikely (i) to 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; and (ii) in original actions brought in the Cayman Islands, to impose liabilities
against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States, so
far as the liabilities imposed by those provisions are penal in nature.
Maples and Calder
(Hong Kong) LLP has informed us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal
or state courts of the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgement of a foreign
court of competent jurisdiction without any retrial on the merits based on the principal that a judgement of a competent foreign court
imposes upon the judgement debtor an obligation to pay the sum for which such judgment has been given, provided such judgment (a) is final
and conclusive and for a liquidated sum; (b) is not in respect of taxes, a fine or a penalty; (c) is not inconsistent with a Cayman Islands
judgment in respect of the same matter, (d) is not impeachable on the grounds of fraud, or (e) was not obtained in a manner and is not
of a kind the enforcement of which is contrary to the natural justice or the public policy of the Cayman Islands (awards of punitive or
multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
Guantao Law Firm, our counsel as to PRC law, has
advised us that there is uncertainty as to whether PRC courts would (i) 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 (ii) 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.
Guantao Law Firm has further advised us that the
PRC Civil Procedures Law governs the recognition and enforcement of foreign judgments. PRC courts may recognize and enforce foreign judgments
in accordance with the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on
principles of reciprocity between jurisdictions.
The PRC does not have any treaties or other agreements
with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In
addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors
and officers if they determine that the judgment violates the basic principles of PRC law or national sovereignty, security or public
interest. As a result, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States or the
Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC,
if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including,
among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for
the suit.
In addition, it will be difficult for U.S. shareholders
to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands
and it will be difficult for U.S. shareholders, by virtue only of holding our Ordinary Shares, to establish a connection to China
for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.
U Power Limited
628,933 Class A Ordinary Shares Offered by Selling
Shareholders
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.
Our articles of association provide that we will
indemnify every director, secretary, assistant secretary, or other officer for the time being and from time to time of our Company (but
not including our auditors) and the personal representatives of the same and from: (a) all actions, proceedings, costs, charges, expenses,
losses, damages, or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty, willful
default, or fraud, in or about the conduct of our business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of that person’s duties, powers, authorities, or discretions; and (b) without limitation to paragraph (a) above, all
costs, expenses, losses, or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings
concerning us or our affairs in any court, whether in the Cayman Islands or elsewhere.
We have agreed to indemnify our directors and
officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such
a director or officer.
Item 9. Exhibits
Item 10 Undertakings
|
(a) |
The undersigned registrant hereby undertakes: |
|
(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 of 1933; |
|
|
|
|
(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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
|
|
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(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. |
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b).
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, 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. |
|
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(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. |
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(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 Securities Act of 1933 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. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. |
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|
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(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date. |
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
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|
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(b) |
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. |
|
|
|
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Shanghai,
People’s Republic of China, on October 8, 2024.
|
U Power Limited |
|
|
|
By: |
/s/ Jia Li |
|
Name: |
Jia Li |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Jia Li |
|
Chief Executive Officer,
Director, and |
|
October
8, 2024 |
Name: Jia Li |
|
Chairman of the Board of Directors |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Bingyi
Zhao |
|
Chief Financial Officer and Director |
|
October 8, 2024 |
Name: Bingyi Zhao |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Xiaochun
Li |
|
Independent Director |
|
October 8, 2024 |
Name: Xiaochun Li |
|
(Director) |
|
|
|
|
|
|
|
/s/ Quanshi
Chen |
|
Independent Director |
|
October 8, 2024 |
Name: Quanshi Chen |
|
(Director) |
|
|
|
|
|
|
|
/s/ Jean
Christophe von Pfetten |
|
Independent Director |
|
October 8, 2024 |
Name: Jean Christophe von Pfetten |
|
(Director) |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of America of U Power Limited, has signed this registration statement
thereto in New York, NY on October 8, 2024.
|
Cogency Global Inc. |
|
Authorized U.S. Representative |
|
|
|
|
By: |
/s/ Colleen A. De Vries |
|
Name: |
Colleen A. De Vries |
|
Title: |
Senior Vice President on behalf of Cogency Global Inc. |
II-5
Exhibit 4.1
Share Certificate
Number of certificate |
|
Number of shares |
|
|
|
|
|
|
|
|
|
U Power Limited
COMPANY
NUMBER [NUMBER]
This is to certify that [Name] of
[Address] is the registered holder of [Number] Class A ordinary shares of [Value] each being [partly paid to the extent of [amount in
words][amount in numerals] per share]]/[fully paid][and numbered [number]] in the above-named company, subject to the memorandum and articles
of association of the company.
[Transfer date]
Director |
|
Director/ Secretary |
Exhibit 5.1
Our ref | VSL/797888-000002/30286659v3 |
U Power Limited
18/F, Building 3, Science and Technology Industrial
Park
Yijiang District, Wuhu City, Anhui Province
People’s Republic of China, 241003
8 October 2024
Dear Sirs
U Power Limited
We have acted as Cayman Islands legal
advisers to U Power Limited (the “Company”) in connection
with the Company’s registration statement on Form F-3, including all amendments or supplements thereto, to be filed with the United
States Securities and Exchange Commission (the “Commission”)
under the United States Securities Act of 1933, as amended (including exhibits thereto, the “Registration
Statement”) relating to the resale, from time to time, by the selling shareholders identified in the Registration Statement
(the “Selling Shareholders”) of up to an aggregate
of 628,933 class A ordinary shares of par value US$0.00001 per share of the Company (the “Class
A Ordinary Shares”).
We are furnishing this opinion as Exhibits
5.1 and 23.3 to the Registration Statement.
For the purposes of this opinion,
we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of the Company dated 17
June 2021 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The second amended and restated memorandum and articles of
association adopted by special resolutions dated 13 August 2024 (the “Memorandum
and Articles”). |
1.3 | The written resolutions of the board of directors of the
Company dated 17 May 2024, 28 May 2024 and 26 September 2024 (the “Board
Resolutions”). |
1.4 | A certificate of good standing with respect to the Company
issued by the Registrar of Companies dated 7 October 2024 (the “Certificate
of Good Standing”). |
1.5 | A certificate from a director of the Company a copy of which
is attached to this opinion letter (the “Director’s Certificate”). |
1.6 | The Registration Statement. |
The following opinions are given only
as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only
relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied
(without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents
provided to us are true and complete copies of, or in the final forms of, the originals. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is nothing under any law (other than the law of the
Cayman Islands), which would or might affect the opinions set out below. |
2.4 | None of the Class A Ordinary Shares were issued for less
than par value. |
Based upon the foregoing and subject to the qualifications
set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated as an exempted company
with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
3.2 | The authorised share capital of the Company is US$50,000
divided into 5,000,000,000 ordinary shares comprised of (i) 3,999,411,812 Class A Ordinary Shares of a par value of $0.00001 each and (ii) 1,000,588,188 Class B Ordinary Shares
of a par value of $0.00001 each. |
3.3 | The sale of the Class A Ordinary Shares by the Selling Shareholders
as contemplated in the Registration Statement have been duly authorised by or on behalf of the Company. The Class A Ordinary Shares are
legally issued and allotted and (assuming the purchase price therefor has been paid in full) fully paid and non-assessable. As a matter
of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
The opinions expressed above are subject to the following qualifications:
4.1 | To maintain the Company in good standing with the Registrar
of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within
the time frame prescribed by law. |
4.2 | Under the Companies Act (As Revised) of the Cayman Islands
(the “Companies Act”), the register of members of a
Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to
be inserted in it. A third party interest in the shares in question would not appear. An entry in the register of members may yield to
a court order for rectification (for example, in the event of fraud or manifest error). |
4.3 | In this opinion the phrase “non-assessable” means,
with respect to the Class A Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder,
and in absence of a contractual arrangement, or an obligation pursuant to the Memorandum and Articles of Association, to the contrary,
be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein,
we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the
documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject
of this opinion.
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading “Legal Matters”
and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations
of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director’s
Certificate
U Power
Limited
c/o McGrath Tonner Corporate
Services Limited
Genesis Building, 5th Floor, Genesis Close
PO Box 446, Cayman Islands, KY1-1106
To: | Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza |
18 Harbour Road
Wanchai
Hong Kong
October 8,
2024
U
Power Limited (the “Company”)
I, the undersigned, being a director
of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”)
in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have
the respective meanings given to them in the Opinion. I hereby certify that:
1 | The Memorandum and Articles remain in full force and effect
and are unamended. |
2 | The Board Resolutions were duly passed in the manner prescribed
in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the
Company) and have not been amended, varied or revoked in any respect. |
3 | The authorised share capital of the Company is US$50,000
divided into 5 (i) 3,999,411,812 Class A Ordinary Shares of a par value of $0.00001 each and (ii) 1,000,588,188 Class B Ordinary Shares
of a par value of $0.00001 each. |
4 | All of the issued shares in the capital of the Company have
been duly and validly authorised and issued and are fully paid and non-assessable (meaning that no further sums are payable to the Company
on such shares and the Company has received payment therefor). |
5 | The shareholders of the Company (the “Shareholders”)
have not restricted the powers of the directors of the Company in any way. There is no contractual or other prohibition (other than as
arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or entering into and performing
its obligations under the Registration Statement. |
6 | The directors of the Company at the date of the Board Resolutions
and at the date of this certificate were and are as follows: |
Li Jia
Zhao Bingyi
Jean Christophe Von Pfetten
Chen Quanshi
Li Xiaochun
7 | Each director of the Company considers the transactions contemplated
by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company,
and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion. |
8 | The Company is not subject to the requirements of Part XVIIA
of the Companies Act (As Revised). |
9 | To the best of my knowledge and belief, having made due inquiry,
the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors
nor Shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind
up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation
to any of the Company’s property or assets. |
I confirm that you may continue to rely on this
certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally
to the contrary.
Signature: |
/s/ Jia Li |
|
Name: |
Jia Li |
|
Title: |
Director |
|
6
Exhibit 23.1
|
Onestop Assurance PAC
10 Anson Road
#06-15 International Plaza
Singapore 079903
Tel: 9644 9531
Email: audit@onestop-ca.com
Website: www.onestop-ca.com |
|
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Form F-3 of our
report dated May 15, 2024, relating to the consolidated financial statements of U Power Limited and Subsidiaries, appearing in its Annual
Report on Form 20-F for the year ended December 31, 2023.
We also consent to the reference to our firm under the heading “Experts”
in this registration statement.
/s/ OneStop Assurance PAC
Singapore
October 8, 2024
Exhibit 23.2
Consent of Independent Registered Public
Accounting Firm
We
hereby consent to the incorporation by reference in the Annual Report on Form F-3 of our report dated August 12, 2022,
relating to the audit of the consolidated balance sheets of U Power Limited and its subsidiaries (collectively the “Company”)
as of December 31, 2021, and the related consolidated statements of comprehensive loss, shareholders’ equity, and cash flows for
the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements), which appears in this
Form F-3 filed by the Company with the U.S. Securities Exchange Commission on September 20, 2024.
|
/s/ WWC, P.C. |
San Mateo, California |
WWC, P.C. |
October 8, 2024 |
Certified Public Accountants |
|
PCAOB ID No. 1171 |
Exhibit 23.4
|
观韬律师事务所
Guantao
Law Firm |
中国北京市西城区金融大街5号
新盛大厦B座19层
邮编:100032 |
|
|
|
Tel:86
10 66578066 Fax:86 10 66578016
E-mail:guantao@guantao.com
http://
www.guantao.com |
19/F, Tower B, Xinsheng Plaza,
5 Finance Street, Xicheng District,
Beijing 100032, China |
CONSENT LETTER
October 8, 2024
2F, Zuoan 88 A, Lujiazui,
Shanghai, People’s Republic
of China
Dear Sir/Madam,
We consent to the reference to our firm in
U Power Limited’s registration statement on Form F-3 (together with any future amendments or supplements thereto,
the “Registration Statement”), which is filed with the U.S. Securities and Exchange Commission on the date hereof. We also consent to
the filing of this consent letter with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or
under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Guantao Law Firm |
|
Guantao Law Firm |
|
Exhibit 107
Calculation of Filing Fee Tables
F-3
(Form Type)
U Power Limited
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered
Securities
|
|
|
|
|
|
Fee |
|
|
|
|
Proposed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation |
|
|
|
|
Maximum |
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
Security |
|
or Carry |
|
|
|
|
Offering |
|
|
Aggregate |
|
|
|
|
|
Amount of |
|
|
|
Security |
|
Class |
|
Forward |
|
Amount |
|
|
Price Per |
|
|
Offering |
|
|
|
|
|
Registration |
|
|
|
Type |
|
Title |
|
Rule |
|
Registered(1) |
|
|
Unit |
|
|
Price |
|
|
Fee Rate |
|
|
Fee |
|
Fees to Be Paid |
|
Equity |
|
Class A Ordinary Shares, par value $0.00001 per share (2) |
|
Rule 457(c) |
|
|
628,933 |
|
|
$ |
6.54 |
(3) |
|
$ |
4,113,221.82 |
|
|
|
0.0001531 |
|
|
$ |
629.74 |
|
|
|
Total Offering Amounts |
|
|
|
|
|
|
|
$ |
4,113,221.82 |
|
|
|
|
|
|
$ |
629.74 |
|
|
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
Total Fee Offset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
629.74 |
|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional number of securities
that may be issued from time to time to prevent dilution as a result of a distribution, split, combination, or similar transaction. Securities
registered hereunder may be sold separately, or together with other securities registered hereunder. |
| (2) | As described in greater detail in the prospectus contained
in this registration statement, the Class A Ordinary Shares to be offered for resale by selling shareholders include an aggregate of
628,933 Class A Ordinary Shares. |
| (3) | Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) promulgated under the Securities Act, based upon the average of the high ($6.64) and low ($6.44) prices of
the Class A Ordinary Shares as reported on the Nasdaq Capital Market on October 4, 2024, which is a date within five business days prior
to the filing date of this registration statement. |
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