Advanced Biomed Inc S-1/A, filed Dec 14, 2023
Advanced Biomed Inc. (ADVB)
As filed with the Securities and Exchange Commission on December 13, 2023.
Registration No. 333-272110
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Advanced Biomed Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 8071 | 87-2177170 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
689-87 Xiaodong Road, Yongkang District
Tainan, Taiwan
Tel: 886-6-3121716
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications to:
Fang Liu, Esq. VCL Law LLP |
William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. | |
| 1945 Old Gallows Road | Ortoli Rosenstadt LLP | |
| Suite 260 | 366 Madison Avenue, 3rd Floor | |
| Vienna, VA 22182 | New York, NY 10017 | |
| Telephone: (703) 919-7285 | Telephone: (212) 588-0022 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☒ | Smaller Reporting Company ☒ | |||
| Emerging Growth Company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Amendment No. 8 to the Registration Statement on Form S-1 (File No. 333-272110) of Advanced Biomed Inc. is being filed for the purpose of filing new Exhibits 8.1, 15.1, and 23.1. Accordingly, this Amendment No. 8 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibit. This Amendment No. 8 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than underwriting commissions and the underwriter’s unaccountable expense allowance, to be paid in connection with the sale of the shares of common stock being registered, all of which we will pay. All amounts, other than the SEC registration fee, and the FINRA filing fee are estimates.
| SEC registration fee | $ | 16,722 | ||
| Printing/EDGAR expenses | $ | 25,000 | ||
| FINRA filing fee | $ | 23,261 | ||
| Nasdaq entry and listing fee | $ | 75,000 |
||
| Legal fees and expenses | $ | 550,000 | ||
| Accounting fees and expenses | $ | 380,000 | ||
| Miscellaneous | $ | 164,800 | ||
| Total | $ | 1,234,783 |
Item 14. Indemnification of Directors and Officers
Nevada Law
Section 78.7502 of the Nevada Revised Statutes provides that a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation or he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 further provides a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation or he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.
II-1
Further, Nevada law permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.
Charter Provisions
Pursuant to our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, provided, however, that (i) we will not indemnify such person against expenses incurred in connection with an action if he is threatened but does not become a party unless the incurring of such expenses was authorized by the board of directors and (ii) we will not indemnify against any amount paid in settlement unless our board of directors has consented to such settlement.
An officer or director is not entitled to indemnification against costs or expenses incurred in connection with any action, commenced by such person against us or any person who is or was a director, officer, fiduciary, employee or agent of our company unless and to the extent that the officer or directors is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or directors is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Item 15. Recent Sales of Unregistered Securities
During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
On July 16, 2021, we issued 8,000,000 shares to Dr. Hung To Pau. On March 15, 2022, Dr. Hung To Pau transferred all of his 8,000,000 shares to Sglcell Ltd, an exempted company incorporated under the law of Cayman Islands, the sole shareholder of which is Dr. Hung To Pau for a total consideration of $8,000. On June 8, 2022, Sglcell Ltd transferred all of its 8,000,000 shares to Dr. Yi Lu for a total consideration of $8,000.
Shares Issued to Advanced Biomed Taiwan Holders/Employees
On August 12, 2022, we issued additional 385,000 shares to Dr. Yi Lu, and 257 shares to Chen-Yi Lee as a consideration of Dr. Yi Lu and Chen-Yi Lee transferred 2,998,000 shares and 2,000 shares owned by them respectively in Advanced Biomed Inc. (Taiwan), representing in aggregate 100% of the issued share capital of Advanced Biomed Inc. (Taiwan), to the Company pursuant to the share exchange agreement the Company entered into with Dr. Yi Lu and Chen-Yi Lee.
On October 24, 2022, we issued 365,352 shares at nil consideration to Chen-Yi Lee, who is an employee of Advanced Biomed Taiwan, for consideration of past services to Advanced Biomed Taiwan. On October 24, 2022, we also issued 2,730,000 shares at nil consideration to Advance On Ventures Limited, a company incorporated under the law of British Virgin Islands (the “Ventures Limited”), the beneficial owners of which are employees of Advanced Biomed Taiwan for past services to Advanced Biomed Taiwan. We issued 4,405,625 shares, 2,193,750 shares, 2,060,000 shares, 1,511,250 shares, 1,243,750 shares, 1,230,000 shares respectively to Dr. Hung To Pau, Yimin Jin, Xiaoyuan Luo, Nanzhen Shen, Jian Wang and Qiang Chen pursuant to the Debt-For-Equity Exchange Agreement the Company entered into with the abovementioned shareholders on June 30, 2022 to settle debt of a total amount of NTD 174,020,033 and RMB 22,200,000 (approximately $9.04 million).
Shares Issued to Advanced Biomed Nevada Investors
On October 25, 2022, we issued 625,000 shares to Hanyu Assets Co. Ltd. pursuant to the Investment Agreement the Company entered into with Hanyu Assets Co. Ltd for a total consideration of $2,500,000. on June 6, 2022, and we issued 250,000 shares to Newlink Technology Inc. pursuant to the Investment Agreement the Company entered into with Newlink Technology Inc. on June 6, 2022 for a total consideration of $1,000,000.
As of the date of this prospectus, the securities we issued are as follows:
| Purchaser | Date
of Issuance |
Number of Securities | |||||
| Common Stock | |||||||
| Yi Lu | June 8, 2022&August
12, 2022 |
8,385,000 | |||||
| Chen-Yi Lee | August 12, 2022 & October 24, 2022 |
365,625 | |||||
| Hung To Pau | October 24, 2022 | 4,405,625 | |||||
| Advanced On Ventures Limited | October 24, 2022 | 2,730,000 | |||||
| Yimin Jin | October 24, 2022 | 2,193,750 | |||||
| Nanzhen Shen | October 24, 2022 | 1,511,250 | |||||
| Qiang Chen | October 24, 2022 | 1,230,000 | |||||
| Jian Wang | October 24, 2022 | 1,243,750 | |||||
| Hanyu Assets Co., ltd. | October 25, 2022 | 625,000 | |||||
| Newlink Technology Inc. | October 25, 2022 | 250,000 | |||||
| Xiaoyuan Luo | October 24, 2022 | 2,060,000 | |||||
II-2
Item 16. Exhibits Index
* Filed herewith
** Previously filed
Item 17. Undertakings
The Registrant hereby undertakes:
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-3
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
To provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
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.
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 (§ 230.424 of this chapter); |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser 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 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.
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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.
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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tainan, Taiwan, on December 13, 2023.
| ADVANCED BIOMED INC. | ||
| By: | /s/ Hung To Pau | |
| Hung To Pau | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Yi Lu | Chairman of the Board and | December 13, 2023 | ||
| Yi Lu | Chief Science Officer, and President | |||
| /s/ Mingze Yin | Chief Financial Officer | December 13, 2023 | ||
| Mingze Yin | (Principal Financial and Accounting Officer) | |||
| /s/ Hung To Pau | Director and | December 13, 2023 | ||
| Hung To Pau | Chief Executive Officer (Principal Executive Officer) |
II-5
EXHIBIT 15.1
To the Board of Directors and Stockholders of
Advanced Biomed Inc.
LETTER IN LIEU OF CONSENT FOR REVIEW REPORT
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim condensed consolidated financial statements of Advanced Biomed Inc. and its subsidiaries for the three-month periods ended September 30, 2023 and 2022, as indicated in our report dated November 20, 2023; because we did not perform an audit, we expressed no opinion on that information.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
 | |
| San Mateo, California | WWC, P.C. |
| December 13, 2023 | Certified Public Accountants |
| PCAOB ID No. 1171 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation of our report dated October 27, 2023 in Amendment No. 8 to the Registration Statement on Form S-1 (No. 333-272110), under the Securities Act of 1933 with respect to the consolidated balance sheets of Advanced Biomed Inc. and its subsidiaries (collectively the “Company”) as of June 30, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows in each of the years for the two-year period ended June 30, 2023, and the related notes included herein.
We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.
 | |
| San Mateo, California | WWC, P.C. |
| December 13, 2023 | Certified Public Accountants |
| PCAOB ID: 1171 |
Exhibit 99.3
Date: December 13, 2023
To:
Hung To Pau, CEO
Advanced Biomed Inc.
689-87 Xiaodong Road,
Yongkang District,
Tainan, Taiwan
Re: Advanced Biomed Inc.
We are lawyers qualified in the People’s Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, the “PRC” or “China”) and are qualified to issue an opinion (the “Opinion”) on the PRC Laws (defined as in Section A).
We act as the PRC counsel to Advanced Biomed Inc. (the “Company”), a company incorporated under the laws of the State of Nevada, USA, in connection with (a) the proposed offering (the “Offering”) of a certain number ordinary shares (the “Ordinary Shares”) of the Company, in accordance with the Company’s registration statement on Form S-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended, and (b) the Company’s proposed listing of Ordinary Shares on the Nasdaq Capital Market (the “Nasdaq”).
We have been requested by the Company to give this Opinion on all of the following entities listed in Schedule A (the “PRC Entity”) for the purposes of the Offering.
| A. | Definitions |
Capitalized terms used in this Opinion shall have the meanings ascribed to them as follows:
| (a) | “CAC” means the Cyberspace Administration of China; |
CONFIDENTIALITY. This document contains confidential information which may be protected by privilege from disclosure. Unless you are the intended or authorised recipient, you shall not copy, print, use or distribute it or any part thereof or carry out any act pursuant thereto and shall advise AllBright Law Offices immediately by telephone, e-mail or facsimile and return it promptly by mail.
| (b) | “CSRC” means the China Securities Regulatory Commission; |
| (c) | “CSRC Trial Measures” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies with five interpretive guidelines which was released by CSRC on February 17, 2023 and became effective on March 31, 2023. |
| (d) | “Company” means Advanced Biomed Inc.; |
| (e) | “Governmental Agency” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court or arbitral body in the PRC; |
| (f) | “New M&A Rules” means the Provisions on Merging and Acquiring Domestic Enterprises by Foreign Investors, which was promulgated by six Governmental Agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and the State Administration for Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009. |
| (g) | “PRC Laws” mean all laws, regulations, rules, orders, decrees, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; |
| (h) | “Prospectus” means the prospectus, including all amendments or supplements thereto, that form parts of the Registration Statement; and |
| (i) | “WFOE” means Shanghai Sglcell Biotech Co., Ltd.. |
| B. | Documents and Assumptions |
In rendering this Opinion, we have reviewed or examined copies of the Registration Statement and other documents as we have considered necessary or advisable for the purpose of rendering this Opinion, including but not limited to originals or copies of the due diligence documents provided to us by the Company and the PRC Entity (as defined above) and such other documents, corporate records and certificates issued by Governmental Agencies (as defined in Section A) (collectively the “Documents”). Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by competent Governmental Agencies or appropriate representatives of the Company or the PRC Entity.
| 2 |
The Documents from Governmental Agencies does not determine conclusively whether or not an order has been made or a resolution has been passed for the winding up of a company or for the appointment of a liquidator or other person to control the assets of a company, as notice of such matters might not be filed immediately and, once filed, might not appear immediately on a company’s public file. Moreover, the information from Governmental Agencies is unlikely to reveal any information as to any such procedure initiated by the Company or PRC Entity in any other jurisdiction.
In examination of the Documents and for the purpose of giving this Opinion, we have assumed without further inquiry:
| (a) | the genuineness of all signatures, seals and chops, the authenticity of all Documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies; |
| (b) | the truthfulness, accuracy and completeness of all factual statements in the Documents; |
| (c) | that all parties to any of the Documents or such other documents as referred to in this Opinion have the requisite power and authority to enter into such documents and to perform their obligations thereunder, and that all parties to any of the Documents or such other documents as referred to in this Opinion have duly authorized, executed and delivered the relevant Documents; and that these Documents constitute legal, valid and binding obligations on the parties thereto under the laws by which they are expressed to be governed and none of them has been revoked, amended, varied, cancelled, superseded or supplemented by any other documents or agreement or action as of the date of this Opinion; |
| (d) | that all consents, licenses, permits, approvals, waivers, exemptions or authorizations required of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC in connection with the transactions contemplated and each of the Offering related documents have been obtained or made; |
| 3 |
| (e) | that insofar as any obligation under the Documents is to be performed in any jurisdiction outside PRC, its performance will not be illegal or unenforceable by virtue of the law of that jurisdiction; |
| (f) | the overseas subsidiaries of the Company that hold equity interest in the PRC Entity are owned directly or indirectly by the Company; |
| (g) | that in case that there are interviews or verbal consultations conducted with relevant governmental departments involved, the interviewees are entitled to act on behalf of the relevant governmental departments, and their statements are complete, true, accurate and effective without any concealment, omission, false or misleading information; |
| (h) | that there has been no change in the information contained in the latest records of the PRC Entity under Governmental Agencies provided by the PRC Entity up to the date of issuance of this Opinion; and |
| (i) | solely with regard to matters of fact, we have assumed and have not verified the accuracy as to factual matters of each of the Documents we have reviewed. |
We do not purport to be an expert on or to be generally familiar with or qualified to express legal Opinions based on any laws other than PRC Laws. Accordingly, we express or imply no Opinion on the laws of any jurisdiction other than the PRC.
| C. | Opinion |
Based on the foregoing, as of the date of this Opinion, we are of the Opinion that:
| 1. | Corporate Structure. The ownership structures of the PRC Entity as set forth in the Registration Statement are not in any violation of the applicable PRC Laws. |
| 2. | New M&A Rules. Based on our understanding of the explicit provisions under the PRC Laws, we are of the opinion that the China Securities Regulatory Commission’s approval is not required to be obtained for the Offering or the listing, because (i) the CSRC has not issued any definitive rule or interpretation concerning whether the Offering is subject to the New M&A Rules as of the date hereof ; (ii) the WFOE was initially established by means of direct investment and not through mergers or acquisitions of the equity or assets of a “PRC domestic company” as such term is defined under the New M&A Rules. However, uncertainties still exist as to how the New M&A Rules will be interpreted or implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the New M&A Rules. |
| 4 |
| 3. | CSRC Trial Measures. Based on our understanding of the explicit provisions of CSRC Trial Measures, we are of the opinion that the Company is not required to obtain the approval from or complete the filing with the CSRC for this offering based on the facts that (i) the Company is a holding company incorporated in the State of Nevada, not a company incorporated under the PRC law; (ii) based on the report on the PRC Entity from a third party accounting firm in China, the PRC Entity contributed less than 50% to the Company’s operating revenue, total profit, total assets or net assets as documented in the audited consolidated financial statements for the fiscal year ended June 30, 2023; (iii) the business activities of the Company are primarily conducted in Taiwan, with minimal operation in China, and (iv) most of the Company’s officers and directors are not Chinese citizens or are domiciled outside China. Thus, we do not believe the Company meets the explicit conditions set out in the CSRC Trial Measures to determine whether an overseas offering is required to obtain the approval from or complete the filing with the CSRC. However, as the CSRC Trial Measures was newly published, there are substantial uncertainties as to the implementation and interpretation, and the CSRC may take a view that is contrary to our understanding of the CSRC Trial Measures. |
| 4. | Taxation. The statements made in the Registration Statement under the caption “Taxation—People’s Republic of China Taxation”, with respect to the PRC tax laws and regulations or interpretations, constitute true and accurate descriptions of the matters described therein in all material respects and such statements constitute our Opinion. |
| 5. | Enforceability of Civil Procedures. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of 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. China does not have any treaties or other form of written arrangement with the United States 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 a company or its directors and officers if they decide that the judgment violates the basic principles of PRC Laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. |
| 5 |
| 6. | Statements in the Prospectus. To the best of our knowledge after due and reasonable inquiry, the statements set forth in the Prospectus under the cover page and the headings “Prospectus Summary”, “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements”, “Use of Proceeds”, “Corporate History and Structure”, “Dividend Policy”, “Capitalization”, “Dilution”, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”, “Business”, “Management”, “Regulation”, “Taxation”, “Legal Matters” and “Enforceability of Civil Procedures”, (other than the financial statements and related schedules and other financial data contained therein to which we express no opinion), in each case insofar as such statements describe or summarize PRC legal or regulatory matters, or documents, agreements or proceedings governed by PRC Laws, are true and accurate, and are fairly disclosed and correctly set forth therein, and nothing material has been omitted from such statements which would make the same misleading in all material respects. |
| D. | Qualifications |
Our Opinion expressed above is subject to the following qualifications (the “Qualifications”):
| i. | Our Opinion is limited to PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC, and we have assumed that no such other laws would affect our Opinions expressed above. |
| ii. | There is no guarantee that any of the PRC Laws referred to herein, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect. |
| iii. | Our Opinion is subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or similar laws in the PRC affecting creditors’ rights generally, and (b) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights. |
| iv. | Our Opinion is subject to the effects of (a) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interests, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (b) any circumstance in connection with the formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (c) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or the calculation of damages; and (d) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. |
| 6 |
| v. | This Opinion is issued based on our understanding of PRC Laws. For matters not explicitly provided under PRC Laws, the interpretation, implementation, and application of the specific requirements under PRC Laws, as well as their application to and effect on the legality, binding effect and enforceability of certain contracts, are subject to the final discretion of competent PRC legislative, administrative and judicial authorities. Under PRC Laws, foreign investment is restricted in certain industries. |
| vi. | The term “enforceable” or “enforceability” as used in this Opinion means that the obligations assumed by the relevant obligors under the relevant Documents are of a type which the courts of the PRC may enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their respective terms and/or additional terms that may be imposed by the courts. As used in this Opinion, the expression “to the best of our knowledge after due inquiry” or similar language with reference to matters of fact refers to the current, actual knowledge of the attorneys of this firm who have worked on matters for the Company and the PRC Entity in connection with the Offering and the transactions contemplated thereby. |
| vii. | We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on representations made by officers and employees of the Company, the PRC Entity and Governmental Agencies. |
| viii. | We have not undertaken any independent investigation, search or other verification action to determine the existence or absence of any fact or to render this Opinion, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the PRC Entity or the rendering of this Opinion. |
| ix. | This Opinion is intended to be used in the context which is specifically referred to herein; each paragraph shall be construed as a whole, and no part shall be extracted and referred to independently. |
| x. | This Opinion is strictly limited to the matters stated herein and no Opinion is implied or may be inferred beyond the matters expressly stated herein. The Opinion expressed herein is rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, events, or developments that hereafter may be brought to our attention and that may alter, affect or modify the Opinion expressed herein. |
| 7 |
This Opinion is delivered solely for the purpose of and in connection with the Registration Statement publicly filed with the U.S. Securities and Exchange Commission on the date of this Opinion and may not be used for any other purpose without our prior written consent.
We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the cover page and the captions “Prospectus Summary,” “Risk Factors”, “Enforceability of Civil Liabilities”, “Regulations”, “Taxation” and “Legal Matters” 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 regulations promulgated thereunder.
Sincerely yours,
AllBright Law Offices
| 8 |
Schedule A
List of the PRC Entity
| No. | PRC Entity |
| 1 | Shanghai Sglcell Biotech Co., Ltd. (上海欣戈赛生物科技有限公司in Chinese) |
Schedule A