UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

AMENDMENT NO.1 TO

FORM 20-F

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2021

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                            to                           

 

OR

 

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

Commission file number: 001-39098

 

Happiness Biotech Group Limited

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of the Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City

Fujian Province, People’s Republic of China

(Address of principal executive offices)

 

Xuezhu Wang, Chief Executive Officer

Telephone: +86-0599-782-8808

No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City

Fujian Province, People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

* Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange On Which
Registered
Ordinary shares, par value US$0.0005 per share   HAPP   NASDAQ Capital Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class) 

 

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of August 2, 2021 was 31,953,025 ordinary shares, par value $0.0005 per share.

 

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ 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 13(a) of the Exchange Act. ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

☒ U.S. GAAP ☐ International Financial Reporting Standards as issued by the
International Accounting Standards Board 		☐ Other

  

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

  

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment (this “Amendment”) to the annual report on Form 20-F (File No.001-39098), initially filed on August 2, 2021 is being filed as an exhibits-only filing, solely for the purpose of adding Exhibit 23.1, which was inadvertently omitted from the Form 20-F.

 

Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.

 

 

 

 

ITEM 19. EXHIBITS

 

EXHIBIT INDEX

 

        Incorporated by reference to   Filed
Exhibit No.   Description   Form Exhibit Filing Date   herewith
                 
1.1   Original Memorandum and Articles of Association dated March 4, 2019   F-1 3.1 March 4, 2019    
1.2   Restate and Amended Memorandum and Articles of Association   F-1 3.2 March 28, 2019    
2.1   Specimen Certificate for Ordinary Shares   F-1 4.1 March 28, 2019    
4.1   Employment Agreement by and between CEO Xuezhu Wang and the Company dated August 28, 2018   F-1 10.3 March 28, 2019    
4.2   Employment Agreement by and between CFO Jiong Bian and the Company dated August 26, 2018   F-1 10.4 March 28, 2019    
8.1   List of Subsidiaries   20-F 8.1 August 2, 2021    
11.1   Code of Business Conduct and Ethics of the Registrant   F-1 99.1 May 3, 2019    
12.1   Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to  Rule 13a-14(a) of the Securities Exchange Act, as amended.           X
12.2   Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to  Rule 13a-14(a) of the Securities Exchange Act, as amended           X
13.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002           Furnished herewith
23.1   Consent of Briggs & Veselka Co.           X

 

1

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on this Amendment to Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Date: August 2, 2021 HAPPINESS BIOTECH GROUP LIMITED
   
  /s/ Xuezhu Wang
  Xuezhu Wang
  Chief Executive Officer

 

 

2

 

 

 

Exhibit 12.1

 

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Xuezhu Wang, certify that:

 

  1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Biotech Group Limited (the “Company”);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
     
  4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

  5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

  Date: August 2, 2021
     
    /s/ Xuezhu Wang
  Name:  Xuezhu Wang
  Title: Chief Executive Officer
(Principal Executive Officer)

 

Exhibit 12.2

 

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Jiong Bian certify that:

 

  1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Biotech Group Limited (the “Company”);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
     
  4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

  5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

  Date: August 2, 2021

 

    /s/ Jiong Bian
  Name:  Jiong Bian
  Title: Chief Financial Officer
(Principal Financial Officer)

 

Exhibit 13.1

 

Certifications Pursuant to 18 U.S.C. Section 1350

 

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Biotech Group Limited. (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The Annual Report on Form 20-F, as amended, for the year ended March 31, 2021 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 2, 2021

  /s/ Xuezhu Wang
  Xuezhu Wang
 

Chief Executive Officer

(Principal Executive Officer)

 

Dated: August 2, 2021

  /s/ Jiong Bian
  Jiong Bian
 

Chief Financial Officer

(Principal Financial Officer)

 

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (file No. 333-253602) and Form F-3 (File No. 333-250026) of our report dated August 2, 2021, relating to the consolidated financial statements of Happiness Biotech Group Limited appearing in its Annual Report on Form 20-F for the period ended March 31, 2021.

 

/s/ Briggs & Veselka Co.

 

Briggs & Veselka Co.

Houston, Texas

August 2, 2021