United World Holding Group Ltd. (Form: F-1/A, Received: 03/25/2019 16:39:56)

Registration No. 333-229310

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.2 TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

United World Holding Group Ltd.

(Exact Name of Registrant as Specified in Its Charter)

N/A		7900		British Virgin Islands
(I.R.S. Employer Identification Number)		(Primary Standard Industrial Classification Code Number)		(State or Other Jurisdiction of Incorporation or Organization)

c/o United Culture Exchange (Beijing) Co., Ltd.

28 Dongjiaomin Lane

Tower 1, Suite 3-AP301

Dongcheng District, Beijing, PRC 100006

+ 8610 6524 4432

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office)

Lilly Alexandria Lee

4540 Center Boulevard, Suite 3111,

Long Island City, NY 11109

(646) 265-2376

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.

Yarona L. Yieh, Esq.

Ortoli Rosenstadt LLP

366 Madison Avenue, 3 ^rd Floor

New York, NY 10017

(212) 588 0022

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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. ☒

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

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

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

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

Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Class of Securities to be Registered		Amount to be Registered				Proposed Maximum offering Price per unit				Proposed Aggregate Offering Price ⁽³⁾				Amount of Registration Fee
Ordinary shares, par value $0.0001 per share ⁽¹⁾⁽²⁾			2,354,793			$	1.00			$	2,354,793			$	285.40	⁽⁴⁾

(1)

Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(2)

The 2,354,793 ordinary shares being registered were issued to certain selling shareholders in private placements conducted from December 2018 to March 2019.

(3)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Our ordinary shares are not traded on any national exchange and in accordance with Rule 457, the offering price was determined by the average selling price of our ordinary shares that were sold to our shareholders in a private placement.

(4)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter 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

The sole purpose of this Amendment No. 2 to Registration Statement on Form F-1 (File No. 333-229310) is to file Exhibit 5.1 and 99.1 to the Registration Statement under Item 8. No other changes have been made to the Registration Statement or the preliminary prospectus forming part thereof. Accordingly, Parts I and II of the Registration Statement have been omitted from this Amendment No. 2 to Registration Statement on Form F-1.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

Exhibit No.		Description
3.1+		Memorandum and Articles of Association of United World Holding Group Ltd.
5.1*		Opinion of Ogier, British Virgin Islands counsel of United World Holding Group Ltd., as to the validity of the ordinary shares
8.1+		Opinion of Jiangsu Minhui Law firm, PRC counsel of United World Holding Group Ltd., as to certain PRC legal matters
10.1+		Form of Private Placement Subscription Agreement for Regulation S investors
10.2+		Form of Consulting and Service Agreement between Yunnan United World Enterprise Management Co., Ltd. and United Culture Exchange (Beijing) Co., Ltd.
10.3+		Form of Equity Pledge Agreement among Yunnan United World Enterprise Management Co., Ltd., United Culture Exchange (Beijing) Co., Ltd., and its shareholders
10.4+		Form of Equity Option Agreement among Yunnan United World Enterprise Management Co., Ltd., United Culture Exchange (Beijing) Co., Ltd., and its shareholders
10.5+		Form of Voting Rights Proxy and Financial Supporting Agreement among Yunnan United World Enterprise Management Co., Ltd., United Culture Exchange (Beijing) Co., Ltd., and its shareholders
10.6+		Translation of Form of Lease
14.1+		Code of Business Conduct and Ethics of United World Holding Group Ltd.
21.1+		List of subsidiaries
23.1+		Consent of TAAD LLP
99.1*		Registrant’s waiver request and representation under Item 8.A.4

*	Filed herewith.
+	Filed previously.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, People’s Republic of China, on March 25, 2019.

	United World Holding Group Ltd.

	By:	/s/ Hong Wang
		Hong Wang
		Chief Executive Officer, Chief Financial Officer and Sole Director
		(Principal Executive Officer and Principal Accounting and Financial Officer)

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on March 25, 2019.

By:	/s/ Lilly Alexandria Lee
	Name:	Lilly Alexandria Lee
	Title:	Authorized Representative

Exhibit 5.1

United World Holding Group Ltd .	D +852 3656 6054
	E nathan.powell@ogier.com

Reference: NMP/RYH/176936.00001

22 March 2019

Dear Sirs

United World Holding Group Ltd. (the Company )

We have acted as British Virgin Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement ), as filed with the United States Securities and Exchange Commission (the Commission ) under the United States Securities Act 1933, as amended (the Act ) on or about 18 January 2019. The Registration Statement relates to the resale (the Resale ) of 3,000,000 ordinary shares, par value US$0.0001 per share, of the Company (the Resale Shares ) by those shareholders named in the section of the Registration Statement entitled “Selling Shareholders” (the Selling Shareholders ).

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

Documents examined

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents: (the Documents ):

(a)

the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands (the Registrar ) on 26 February 2019 (the Company Registry Records ), including:

(i)

a copy of the certificate of incorporation of the Company dated 5 July 2018; and

(ii)

a copy of the memorandum and articles of association of the Company filed on 5 July 2018 (the Memorandum and Articles );

Ogier

British Virgin Islands, Cayman Islands,
Guernsey, Jersey and Luxembourg
practitioners

Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong

T +852 3656 6000
F +852 3656 6001
ogier.com

Partners

Nicholas Plowman
Nathan Powell
Ray Ng
Kate Hodson
David Nelson
Anthony Oakes
Oliver Payne
James Bergstrom
Marcus Leese

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(b)

the public information revealed from a search of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (the High Court Database ) by the Registry of the High Court of the Virgin Islands on 26 February 2019 (the Court Records );

The Company Registry Records and the Court Records each as updated by update searches on 21 March 2019 (the Company Registry Records and the Court Records together, and as updated, the Public Records);

(c)

a certificate of incumbency dated 12 September 2018 in respect of the Company (the Certificate of Incumbency ) issued by the Registered Agent of the Company;

(d)

a copy of the register of directors of the Company provided to us on 22 March 2019 (the ROD );

(e)

a copy of the register of members of the Company provided to us on 22 March 2019 (the ROM, and together with the ROD, the Registers );

(f)

a copy of the written resolutions of the sole director of the Company dated 7 December 2018 approving the Company’s issuance of the Resale Shares to the Selling Shareholders (the Board Resolutions ); and

(g)

the private placement subscription agreement dated 7 December 2018 between the Company and the purchasers named therein (the Subscription Agreement ).

Assumptions

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

(a)

all original documents examined by us are authentic and complete;

(b)

all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(c)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

(d)

each of the Certificate of Incumbency and the Registers is accurate and complete as at the date of this opinion;

(e)

all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

Page 3 of 6

(f)

the Board Resolutions remain in full force and effect and the sole director of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the issuance of the Resale Shares to the Selling Shareholders and the sole director does not have a financial interest in or other relationship to a party of the transactions contemplated by the Board Resolutions which has not been properly disclosed in the Board Resolutions;

(g)

neither the sole director or the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

(h)

the maximum number of the Resale Shares which the Company is proposing to issue is 2,354,793 shares and the issue price for each Resale Share shall be no less than the par value of US$0.0001 each;

(i)

the Company has not entered into and will not from the date of this opinion enter into any contractual commitments to issue, allot or reserve any new shares for any purposes other than the shares required to be issued pursuant to the Subscription Agreement; and

(j)

there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein.

Opinions

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

Corporate status

(a)

The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 (the BCA ) on 5 July 2018, and is validly existing and in good standing under the laws of the British Virgin Islands. It is a separate legal entity and subject to suit in its own name and has the capacity to sue in its own name.

Share capital

(b)

Based solely on the Memorandum and Articles, the Company is authorised to issue a maximum of 500,000,000 shares of a single class each with a par value of US$0.0001 each.

(c)

Based solely on the ROM, a total of 22,354,793 shares are currently in issue as at the date thereof.

Valid Issuance of Resale Shares

(d)

The Resale Shares have been duly authorised, validly issued, fully paid and non-assessable (meaning that no further sums will be payable with respect them). The Selling Shareholders as recorded in the register of members are deemed to have legal title to the shares set against their respective name.

Page 4 of 6

No litigation revealed

(e)

Based solely on our review of the Court Records (as defined in Part B of Schedule 1), no litigation was pending against the Company in the High Court of the British Virgin Islands.

(f)

Based solely on our review of the Public Records (as defined in Part B of Schedule 1), no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained by the Registry of Corporate Affairs in the British Virgin Islands or the High Court of the British Virgin Islands (in each case to the extent those records are revealed by the Public Records) in respect of the Company.

Limitations and Qualifications

4.1

We offer no opinion:

(a)

as to any laws other than the laws of the British Virgin Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the British Virgin Islands; or

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

4.2

Under the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate Affairs in the British Virgin Islands. Failure to pay the annual fees by the relevant due date will render the Company liable to a penalty fee in addition to the amount of the outstanding fees. If the license fee remains unpaid from the due date, the Company will be liable to be struck off the Register of Companies.

4.3

Under the BCA the register of directors must be filed by the Company at the Registry of Corporate Affairs. Failure to make this filing will render the Company liable to a penalty fee and if the filing is not made within the requisite time period, the Company will be liable to be struck off the Register of Companies.

4.4

For the purposes of this opinion “in good standing” means only that as of the date of this opinion the Company is up-to-date with the payment of its annual fee to the Registry of Corporate Affairs under the BCA and in relation to its filing of its register of directors with the Registry of Corporate Affairs. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the British Virgin Islands other than the BCA. We have made no enquiries into whether the copy of the register of directors filed at the Registry of Directors matches the details set out on the Certificate of Incumbency.

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4.5

The Public Records and our searches thereof may not reveal the following:

(a)

in the case of the Company Registry Records, details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search;

(b)

in the case of the Court Records, details of proceedings which have been filed but not actually entered in the High Court Database at the time of our search;

(c)

whether an application for the appointment of a liquidator or a receiver has been presented to the High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed out of court, or whether any out of court dissolution, reconstruction or reorganisation of the Company has been commenced; or

(d)

any originating process (including an application to appoint a liquidator) in respect of the Company in circumstances where the High Court of the British Virgin Islands has prior to the issuance of such process ordered that such process upon issuance be anonymised (whether on a temporary basis or otherwise),

4.6

and the following points should also be noted:

(a)

the Court Records reflect the information accessible remotely on the High Court Database, we have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause Book) or the Commercial Cause Book (the Commercial Cause Book) at the Registry of the High Court of the British Virgin Islands. Although the High Court Database should reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and for that reason neither facility can be relied upon to reveal whether or not a particular entity is a party to litigation in the British Virgin Islands;

(b)

the High Court Database is not updated if third parties or noticed parties are added to or removed from the proceedings after their commencement; and

(c)

while it is a requirement under Section 118 of the Insolvency Act 2003 that notice of the appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver.

Governing law of this opinion

5.1

This opinion is:

(a)

governed by, and shall be construed in accordance with, the laws of the British Virgin Islands;

(b)

limited to the matters expressly stated in it; and

(c)

confined to, and given on the basis of, the laws and practice in the British Virgin Islands at the date of this opinion.

5.2

Unless otherwise indicated, a reference to any specific British Virgin Islands legislation is a reference to that legislation as amended to the date of this opinion.

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Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement.

This opinion may be used only in connection with the issuance of the Resale Shares while the Registration Statement is effective.

Yours faithfully

/s/ Ogier
Ogier

Exhibit 99.1

United World Holding Group Ltd.

28 Dongjiaomin Lane

Tower 1, Suite 3-AP301

Dongcheng District, Beijing, PRC 100006

+ 8610 6524 4432

March 25, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

United World Holding Group Ltd.

Amendment No. 2 to Registration Statement on Form F-1

Submitted March 25, 2019

CIK: 0001763543

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Ladies and Gentlemen:

The undersigned, United World Holding Group Ltd., a foreign private issuer organized under the laws of the British Virgin Islands (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of its amendment to the registration statement on Form F-1 (the “Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, for the years ended December 31, 2017 and 2016, and unaudited condensed consolidated financial statements for the six-months ended June 30, 2018 and 2017.

The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual , Section 6220.3.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company represents to the Commission that:

The Company is not currently a public reporting company in any jurisdiction.

The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2018 will be available until the end of March 2019.

In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company is filing this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

	Very truly yours,

	United World Holding Group Ltd.

	/s/ Hong Wang
	By:	Hong Wang
	Title:	Chief Executive Officer