根據2024年10月22日提交給證券交易所的文件

註冊編號333-[                   ]

美國

證券交易委員會

華盛頓特區20549

F-3表格

根據1933年證券法的註冊聲明

蘇州蘇軒堂藥業有限公司

(註冊人根據其章程規定的正式名稱)

江蘇泰州臺東路北178號

中國江蘇省

註冊人主要執行辦公室的地址（包括郵政編碼和電話號碼，包括區號）

普格利西與合夥人

圖書館大道850號。

穆爾斯維爾

新瓦克市，特拉華19711區（包括區號的電話號碼，代理服務）。

代理服務的名稱、地址，包括郵政編碼和電話號碼、包括區號。羅斯·D·卡梅爾律師。

副本至：

Joan Wu Esq.

Hunter Taubman Fischer & Li 律師事務所

第三大道950號，19層^th樓層

紐約，NY 10022

電話：(212)530-2210

傳真：(212) 202-6380

擬定於註冊聲明生效後的不定期時間向公衆出售，詳情請查看招股書。

如果此表格上註冊的證券僅僅是作爲股息或利息再投資計劃而被提供，那麼請勾選以下框。 ☐

如果本表格中的任何證券根據1933年證券法規415條規定以延遲或連續方式進行發行，請勾選以下框。☒

如果此表格是用來根據《證券法》第462(b)條註冊額外證券的， 請勾選以下方框並列出先前有效註冊聲明文書的證券法註冊聲明號碼。 ☐

如果此表單是根據證券法規則462(c)修正的有效文件，請勾選以下框並列出與同一要約的先前有效註冊聲明文件的證券法登記聲明號碼。 ☐

如果此表格是根據一般說明I.C.或隨附的生效修正案而成爲根據證券法規462(e)規定的提交後生效的註冊聲明，請勾選以下方框。 ☐

如果此表格是依據I.C通用指示書提交的註冊聲明的後期生效修正並用於註冊額外證券或額外類別的證券，請勾選以下方框。 ☐

請確認標記是否註冊用戶在證券法規制度405條規則中定義的新興成長型公司。

新興成長公司 ☒

如果一家準備基於美國通用會計準則編制基本報表的新興成長型公司選擇不使用在遵守任何新的或經修訂的財務會計準則時所提供的根據證券法第7(a)(2)(B)條款使用的延長過渡期，請通過複選框表示。 ☐

申報人特此修訂 本登記聲明的日期或必要日期，以延遲其生效日期，直到申報人提交進一步修訂，明確說明該登記聲明隨後將根據1933年修訂的證券法第8(a)節生效，或者直到證券 交易委員會，根據該第8(a)節的規定進行行動，判斷該登記聲明應在其確定的日期生效。

本招股說明書中的信息尚不完整，可能會有所更改。在提交給證券交易委員會的註冊聲明生效前，我們不得銷售這些證券。本招股說明書不 是對這些證券的銷售要約，也未在任何未允許該要約或銷售的州內尋求購買這些證券的要約。

待完成，日期爲2024年10月22日

招股說明書 

蘇州蘇軒堂藥業有限公司

$120,000,000

普通股份，債務證券

認股權證、權證和交易單位

我們可能會不時地通過一個或多個發行，在普通股、購買普通股的權證、債務證券、單位以及權利或以上述任何組合中，最多共計發行和賣出1,2000萬元。每次證券發行的招股書將詳細描述該發行的分銷計劃。有關所提供證券的分配的一般信息，請參閱本招股說明書中的「分銷計劃」。

本招股說明書概述了我們可能提供的證券。我們將在一個或多個補充招股說明書中提供所提供證券的具體條款。我們還可能授權提供一個或多個自由書面招股說明書，以配合這些發行活動。招股說明書附錄和任何相關的自由書面招股說明書可能添加、更新或更改本招股說明書中包含的信息。在投資本公司的任何證券之前，您應仔細閱讀本招股說明書、適用的招股說明書附錄和任何相關的自由書面招股說明書，以及被引用或被視爲納入其中的文件。 本招股說明書可能不得用於提供或賣出任何證券，除非附有適用的招股說明書附錄。

根據F-3表格的I.b.5號通用指示，無論如何，我們不會在任何12個月期間的公開首次發行中賣出超過我們普通股總市值的三分之一，只要我們持有的非關聯方持有的普通股總市值保持在7500萬美元以下。在此招股說明書日期前12個日曆月內，我們根據F-3表格的I.b.5號通用指示未曾發行或出售任何證券。

我們的普通股已在納斯達克資本市場上市，交易代碼爲「SXTC」。截至2024年10月21日，我們的普通股在納斯達克資本市場的最後報價爲每股0.6790美元。適用的招股書補充中將包含有關其他納斯達克資本市場或其他證券交易所上可能存在的其他標的信息。

我們是一家在英屬維爾京群島註冊成立的持有公司，而不是一家中國經營公司。作爲一個沒有自己實質業務的持有公司，我們通過在中國及中國的VIE子公司開展業務。出於會計目的，根據特定的合同安排（「VIE協議」），我們被視爲VIE的主要受益人，可以根據美國通用會計準則（「U.S. GAAP」）在我們的合併財務報表中合併VIE的財務結果，該結構對投資者涉及獨特風險。我們的股東持有中國蘇軒堂製藥有限公司在英屬維爾京群島離岸控股公司的股權，而不是我們子公司或中國的VIE的股權，VIE結構爲外國投資者提供與中國公司的合同性暴露。但中國法律並沒有禁止外國直接投資VIE。請參閱我們於2024年8月13日提交的最新年度報告20-F表中的「第三項關鍵信息-D.風險因素-Risks Related to Our Corporate Structure」和「第三項關鍵信息-D.風險因素-Risks Related to Doing Business in China」。

由於我們不直接持有VIE的股權，所以我們受業績解讀和執行的風險和不確定性的影響，包括但不限於，中國法律法規的規定，以及中國政府通過特殊目的工具進行海外上市的監管審查，以及VIE協議的有效性和執行力。我們還承擔着中國政府在這方面採取的未來任何行動的風險和不確定性，可能取消VIE架構，這很可能會導致我們業務發生重大變化，我們的普通股價值可能會大幅下跌或變得毫無價值。截至招股說明書日期，VIE協議尚未在中國法院進行過審查。請參閱「第三部分 關鍵信息-D.風險因素-與我們公司結構相關的風險」 和「第三部分 關鍵信息-D.風險因素-在中國開展業務相關的風險」 在我們2024年度財務報告中。

我們處於境內的特定法律和控件風險中。 中國當前業務操作的法律法規有時模糊不清，因此這些風險可能導致子公司運營的重大變化，普通股價值大幅折損，或完全阻礙我們提供或繼續向投資者提供證券。 最近，中國政府採取了一系列監管行動，併發布聲明規範在中國的業務操作，包括打擊證券市場違法行爲，加強對在境外上市的使用變量利益實體結構的中國公司的監管，採取新措施擴大網絡安全概念審查範圍，並加大反壟斷執法力度。 我們公司及子公司截至本招股說明書日期，尚未涉及中國監管機構發起的任何網絡安全概念審查調查，也沒有接到任何詢問、通知或制裁。 截至本招股說明書日期，在中國尚無任何相關法律或法規禁止公司實體利益在中國境內而在境外股票交易所上市。 然而，由於這些聲明和監管行動是新發布的，尚未頒佈正式指導意見和相關實施規則。 目前難以確定這些修改的或新法律法規可能給我們的日常業務操作、接受外國投資的能力以及在美國交易所繼續上市的能力帶來什麼潛在影響。

根據《持有外國公司問責法》，如果公開公司會計監督委員會（即「PCAOB」）無法對我們的核數師進行檢查，則我們的普通股可能會被撤銷上市並禁止交易。2020年5月20日，參議院通過了《持有外國公司問責法》，禁止發行人的證券在全國交易所交易，如果PCAOB在連續三年內無法檢查發行人的核數師。根據《持有外國公司問責法》，如果公開公司會計監督委員會即PCAOB無法連續三年檢查發行人的核數師，發行人的證券將被禁止在美國證券交易所交易。PCAOB於2021年12月16日發佈了決定報告，發現PCAOB無法檢查或調查總部位於中國人民共和國的內地中國和香港特別行政區及中華人民共和國屬地內的完全註冊的註冊會計師事務所，因爲內地中國一些當局採取了某種立場；以及香港由於香港一些當局採取了某種立場。此外，PCAOB的報告確定了受這些決定影響的具體註冊會計師事務所。2021年6月22日，美國參議院通過了《加速持有外國公司問責法》（即「加速HFCAA」），如果通過，將把「非檢查年限」從三年減少到兩年，從而減少在PCAOB確定無法檢查或調查我們的核數師之前，我們的證券可能被禁止交易或被撤銷上市的時間。我們的核數師ZH CPA，LLC（即「ZH CPA」）總部位於科羅拉多州丹佛，而不是中國內地或香港，也未被確認爲PCAOB決定適用的事務所。因此，我們的核數師不受PCAOB於2021年12月16日宣佈的決定的影響，並目前受到PCAOB的檢查。2022年8月26日，PCAOB宣佈與中國證券監管機構和中國財政部簽署了《協議書》（即「協議書」）。協議書的條款將授予PCAOB完全訪問審計工作文件和其他信息的權利，以便對總部位於中國和香港的PCAOB註冊會計師事務所進行檢查和調查。根據PCAOB的說法，其根據《持有外國公司問責法》下的2021年12月決定仍然有效。PCAOB要求在2022年底前重新評估這些決定。根據PCAOB的規則，根據《持有外國公司問責法》下的決定的重新評估可能導致PCAOB重申、修改或撤銷決定。然而，近期關於中國公司審計的發展增加了有關ZH CPA在未經中國當局批准的情況下充分配合PCAOB要求提供審計工作文件的不確定性。如果以後確定由於外國司法管轄區當局的立場而導致PCAOB無法完全檢查或調查公司的核數師，那麼這種缺乏檢查可能導致公司證券交易在《持有外國公司問責法》下被禁止，最終導致證券交易所作出撤銷公司證券上市的決定。請參閱我們2024年年度報告中的「第3項關鍵信息-D.風險因素-與在中國開展業務相關的風險」。“

投資我們的證券涉及高風險。請參閱本招股說明書第5頁的「風險因素」，以及本招股說明書中引用的文件，以及適用招股說明書補充資料中更新的內容，任何相關的自由撰寫招股說明書以及我們與證券交易委員會進行的其他未來備案文件中引用的內容，以便討論您在決定購買我們的證券之前應慎重考慮的因素。

我們可能會直接向投資者賣出這些證券，通過不時指定的代理商，或通過承銷商或經銷商。有關銷售方式的更多信息，請參閱本招股說明書中標題爲「分銷計劃」的部分。如果與本招股說明書一起交付有關任何證券的承銷商參與該證券的銷售，則此類承銷商的名稱以及任何適用的佣金或折扣將在招股說明書附錄中說明。此類證券的公開價格以及我們預計從此次銷售中獲得的淨收益也將在招股說明書附錄中說明。

美國證券交易委員會或任何國家證券委員會尚未批准或駁回這些證券，並確定本招股說明書是否真實或完整。任何相反的聲明都是一種犯罪行爲。

該招股說明書的日期爲2024年10月22日。

目錄

關於本招股說明書

本招股說明書是我們根據1933年修訂版的《證券法》向證券交易委員會（SEC）提交的註冊聲明的一部分，使用「貨架」註冊流程。在這種貨架註冊流程下，我們可能不時地出售普通股、購買普通股的認股權證、債務證券或上述任何一種或幾種證券的組合，無論是獨立銷售還是構成由其他證券中的一個或多個組成的單位，以總金額最多爲1,2000萬美元。我們在本招股說明書中向您提供了我們可能提供的證券的一般描述。每次我們在這種貨架註冊下出售證券時，我們將在法律要求的範圍內提供一份說明書補充卷，其中將包含有關該發行的具體信息。我們還可能授權提供一份或多份自由書面招股說明書，其中可能包含與這些發行相關的重要信息。我們可能授權提供給您的說明書補充和任何相關的自由書面招股說明書，也可能添加、更新或更改本招股說明書中包含的信息或我們已經納入本招股說明書的任何文件中包含的信息。在本招股說明書中包含的信息與說明書補充或任何相關的自由書面招股說明書之間存在衝突時，您應依賴於說明書補充或有關的自由書面招股說明書中的信息；但如果這些文件中的任何一份文件中的聲明與另一份文件中具有較晚日期的聲明存在不一致之處——例如，在本招股說明書的日期之後提交併納入本招股說明書或任何說明書補充或任何相關的自由書面招股說明書的文件中提交的文件——則具有較晚日期的文件中的聲明修改或取代較早的聲明。

我們未授權任何經銷商、代理或其他人提供任何信息或進行任何陳述，除非是本招股說明書中包含或參考的信息，或者是我們授權提供給您的任何附屬招股說明書或任何相關自由書面招股說明書中包含或參考的信息。您不應依賴於本招股說明書或附屬招股說明書中未包含或參考的任何信息或陳述，或者我們授權提供給您的任何相關自由書面招股說明書。本招股說明書及相應的附屬招股說明書（如有）並不構成要約出售或要求購買除其相關的已註冊證券外的任何證券，本招股說明書及相應的附屬招股說明書亦不構成在任何司法轄區向任何不得向其提供此類要約或要求的個人出售證券或要約購買證券的要約。您不應假設本招股說明書、任何適用的招股說明書附錄或任何相關的自由書面招股說明書中包含的信息在文件正面所載日期之後的任何日期是準確的，也不應假設我們已參考的任何信息在參考文件的日期之後的任何日期是正確的（因爲我們的業務、財務狀況、經營結果和前景可能自那一日期以來發生了變化），儘管本招股說明書、任何適用的招股說明書附錄或任何相關的自由書面招股說明書在以後的日期交付或證券在以後的日期出售。

如符合證券交易委員會規則和法規，本招股說明書所包含的註冊聲明書還包括未包含在此招股說明書中的額外信息。您可以在證券交易委員會的網站或下面所述的辦公地點閱讀註冊聲明書和我們提交給證券交易委員會的其他報告，詳見「您可以獲取更多信息的地方」一節。

除非另有說明，「我們」、「我們的」、「公司」和「蘇軒堂」指的是中國蘇軒堂製藥有限公司及其前身實體及其子公司。

常用的定義術語

我們的業務由我們在中華人民共和國的VIE實體進行，使用中國的貨幣人民幣。我們的合併基本報表以美元呈現。在本招股說明書中，我們將在合併基本報表中的資產、義務、承諾和負債稱爲美元。這些美元參考值基於人民幣兌美元的匯率，以特定日期或特定期間確定。匯率變化將影響我們義務的金額以及我們資產的價值，以美元計算，這可能導致我們的義務金額（以美元表示）和資產價值發生增加或減少，包括應收賬款（以美元表示）。

前瞻性聲明的注意事項

本招股說明書及我們提交給美國證券交易委員會的備案文件（作爲本招股說明書的一部分或通過引用合併入本招股說明書之中）包含或通過引用合併包含前瞻性聲明，在《證券法》第27A條和《交易法》第21E條的意義範圍內。所有陳述均爲「前瞻性聲明」，包括任何收入、營業收入或其他財務項目的預測、管理層用於未來運營的計劃、戰略和目標的任何聲明、關於擬議新項目或其他發展的任何聲明、關於未來經濟狀況或業績的任何聲明、管理層信仰、目標、戰略、意圖和目標的任何聲明，以及在上述任何聲明之下的任何假設。 「相信」，「預期」，「估計」，「計劃」，「期望」，「意圖」，「可能」，「可能」，「應該」，「潛在」，「可能」，「項目」，「持續」，「將」 和「將」等表示旨在確定前瞻性聲明的表達，儘管並非所有前瞻性聲明均包含這些識別詞。前瞻性聲明反映了我們對未來事件的當前看法，基於假設，並且受到風險和不確定性的影響。我們無法保證我們實際將實現招股說明書及適用招股說明書補充資料中包含或引用的計劃、意圖或期望，並且您不應過分依賴這些聲明。有幾個重要因素可能導致我們的實際結果與前瞻性聲明中暗示或含蓄的結果有實質性差異。這些重要因素包括招股說明書中或在特定發行有關通過引用合併的《風險因素》標題下討論的因素，以及我們授權用於與具體發行有關的「任何免費書面招股說明書」 中的因素。在本招股說明書中所做的這些因素和其他告誡性聲明在所有相關前瞻性聲明中的出現時應被理解爲適用。除非法律另有要求，我們不承諾公開更新任何前瞻性聲明，不論是由於新信息、未來事件還是其他原因。

風險因素

投資我們的證券 涉及高風險。在做出投資決定之前，您應仔細考慮我們最近一份於2024年8月13日提交的Form 20-F年度報告中所列的風險因素，在接下來由我們向SEC提交的Form 6-K當前報告所述的風險因素，並結合本招股說明書中包含或參考的所有其他信息以及任何適用的招股說明書補充以及與特定發行有關的任何相關自由書面意向書。每一項風險因素都可能對我們的業務、經營結果、財務狀況和前景以及我們證券的價值產生重大不利影響，這些風險中任何一項的發生都可能導致您失去全部或部分投資。

使用資金

除非在任何招股說明書和與特定發行相關的任何自由書面說明書中另有說明，否則我們當前打算使用在本招股說明書下提供的證券的淨收益，用於資助我們項目的開發與商業化和業務的增長，主要是營運資金，以及一般公司事務。我們也可能將部分淨收益用於收購或投資我們認爲能提升公司價值的技術、產品和/或業務，儘管截至本招股說明書日期，我們目前並無任何有關此類交易的承諾或協議。我們尚未確定將用於上述目的的具體淨收益金額。因此，我們管理層在分配淨收益方面將擁有廣泛的決定權，投資者將依賴於我們管理層關於任何證券出售收益運用的判斷。如果淨收益的重大部分將用於償還債務，我們將在招股說明書補充中說明該債務的利率和到期日。在將淨收益用途確定前，將把其存入收息銀行帳戶。

稀釋

如有需要，我們將在招股書補充資料中說明以下關於購買本招股書下發行證券的投資者權益可能發生重大稀釋的信息：

描述股份資本

我們的股本情況介紹如下（其中包括我們可能根據本招股說明書的註冊聲明提供的證券的介紹，以及可能有補充的材料）。該介紹並不意味着完全，完整地受到我們的《修正和重訂的章程》和適用的英屬維爾京群島法的約束和限定。

Our authorized shares consists of unlimited Ordinary Shares, no par value each. As of date of this prospectus, there are 4,062,435 Ordinary Shares issued and outstanding.

As of the date of this prospectus, there are no outstanding warrants to purchase Ordinary Shares.

The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our M&A, which was filed previously with the SEC, and applicable provisions of British Virgin Islands law.

We, directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, up to $120,000,000 in the aggregate of:

We may issue the debt securities as exchangeable for or convertible into Ordinary Shares, or other securities. The debt securities, the Ordinary Shares and the warrants are collectively referred to in this prospectus as the “securities.” When a particular series of securities is offered, a supplement to this prospectus will be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.

M&A

The following discussion describes our M&A:

Objects and Purposes, Register, and Shareholders. Subject to the BVI Business Companies Act (As Revised)(the “BVI Act”) and our M&A, our objects and purposes are unlimited other than any object not prohibited by the BVI Act or any other law of the British Virgin Islands. Our register of members will be maintained by our registered agent. The entry of the name of a person in the register of members as a holder of a share in a BVI company is prima facie evidence that legal title in the share vests in that person. Under the BVI Act, a BVI company may treat the registered holder of a share as the only person entitled to (a) exercise any voting rights attaching to the share, (b) receive notices, (c) receive a distribution in respect of the share and (d) exercise other rights and powers attaching to the share. Consequently, as a matter of BVI law, where a shareholder’s shares are registered in the name of a nominee, the nominee is entitled to receive notices, receive distributions and exercise rights in respect of any such shares registered in its name. The beneficial owners of the shares registered in a nominee’s name will therefore be reliant on their contractual arrangements with the nominee in order to receive notices and dividends and ensure the nominee exercises voting and other rights in respect of the shares in accordance with their directions.

Directors’ Powers. Under the BVI Act, subject to any modifications or limitations in a company’s M&A, a company’s business and affairs are managed by, or under the direction or supervision of, its directors; and directors generally have all powers necessary to manage a company. A director must disclose any interest he has on any proposal, arrangement or contract not entered into in the ordinary course of business and on usual terms and conditions. An interested director may (subject to the M&A) vote on a transaction in which he has an interest. In accordance with, and subject to, our M&A, the directors may by resolution of directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

Rights, Preferences and Restrictions of Ordinary Shares. Our directors may (subject to the M&A) authorize dividends at such time and in such amount as they determine. Each Ordinary Share is entitled to one vote. In the event of a liquidation or dissolution of the Company, the holders of Ordinary Shares are (subject to the M&A) entitled to share ratably in all surplus assets remaining available for distribution to them after payment and discharge of all claims, debts, liabilities and obligations of the Company and after provision is made for each class of shares (if any) having preference over the Ordinary Shares if any at that time. There are no sinking fund provisions applicable to our Ordinary Shares. Holders of our Ordinary Shares have no pre-emptive rights. Subject to the provisions of the BVI Act, we may, (subject to the M&A) with shareholder consent, repurchase our Ordinary Shares in certain circumstances provided always that the company will, immediately after the repurchase, satisfy the solvency test. The company will satisfy the solvency test, if (i) the value of the company’s assets exceeds its liabilities; and (ii) the company is able to pay its debts as they fall due.

In accordance with the BVI Act:

(i) the company may purchase, redeem or otherwise acquire its own shares in accordance with either (a) Sections 60, 61 and 62 of the BVI Act (save to the extent that those Sections are negated, modified or inconsistent with provisions for the purchase, redemption or acquisition of its own shares specified in the company’s M&A); or (b) such other provisions for the purchase, redemption or acquisition of its own shares as may be specified in the company’s M&A;

(ii) where a company may purchase, redeem or otherwise acquire its own shares otherwise than in accordance with Sections 60, 61 and 62 of the BVI Act, it may not purchase, redeem or otherwise acquire the shares without the consent of the shareholder whose shares are to be purchased, redeemed or otherwise acquired, unless the company is permitted by the M&A to purchase, redeem or otherwise acquire the shares without that consent; and

(iii) unless the shares are held as treasury shares in accordance with Section 64 of the BVI Act, any shares acquired by the Company are deemed to be cancelled immediately on purchase, redemption or other acquisition.

Variation of the Rights of Shareholders. As permitted by the BVI Act and in accordance with our M&A, the rights attached to shares of the Company may (subject to the M&A) only, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than one third of the issued shares of that class and the holders of not less than one third of the issued shares of any other class which may be affected by such variation.

Shareholder Meetings. In accordance with, and subject to, our M&A, (a) any director of the Company may convene meetings of the shareholders at such times as the director considers necessary or desirable (and the director convening a meeting of shareholders may fix as the record date for determining those shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice); and (b) upon the written request of shareholders entitled to exercise thirty percent (30%) (or such lesser percentage that may be accepted by the directors in their absolute discretion) or more of the voting rights in respect of the matter for which the meeting is requested, the directors shall convene a meeting of shareholders. In accordance with, and subject to, our M&A, (a) the director convening a meeting shall give not less than seven (7) days’ notice of a meeting of shareholders to those shareholders whose names on the date the notice is given appear as shareholders in the register of shareholders of the Company and are entitled to vote at the meeting; and the other directors; (b) a meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least ninety percent (90%) of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver in relation to all of the Ordinary Shares that that shareholder holds; (c) a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than one third of the votes of the Ordinary Shares or class or series of Ordinary Shares entitled to vote on resolutions of shareholders to be considered at the meeting; and (d) if within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the request of the shareholders, shall be dissolved.

Dividends. Subject to the BVI Act and our M&A, our directors may, by resolution, declare dividends at a time and amount as they think fit if they are satisfied, based on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further BVI law restriction on the amount of funds which may be distributed by us by dividend, including all amounts paid by way of the subscription price for Ordinary Shares regardless of whether such amounts may be wholly or partially treated as share capital or share premium under certain accounting principles. Shareholder approval is not (except as otherwise provided in our M&As) required to pay dividends under BVI law. In accordance with, and subject to, our M&A, no dividend shall bear interest as against the Company (except as otherwise provided in our M&As).

Disclosure of the Securities and Exchange Commission’s Position on Indemnification for Securities Act Liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Transfer of Shares. Subject to any applicable restrictions or limitations arising pursuant to (i) our M&A; or (ii) the BVI Act, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in any other form which our directors may approve (such instrument of transfer being signed by the transferor and containing the name and address of the transferee). Our M&A also (save as otherwise provided therein) provide that (i) where Ordinary Shares of the Company are listed on the Nasdaq Capital Market or any other stock exchange or automated quotation system on which the Ordinary Shares are then traded (the “Recognised Exchange”), shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the law, rules, procedures and other requirements applicable to shares listed on the Recognised Exchange or (ii) shares may be transferred by means of a system utilized for the purposes of holding and transferring shares in uncertified form (the “Relevant System”), and that the operator of the Relevant System (and any other person necessary to ensure the Relevant System is effective to transfer shares) shall act as agent and attorney-in-fact of the Shareholders for the purposes of the transfer of any shares transferred by means of the Relevant System (including, for such purposes, to execute and deliver an instrument of transfer in the name of and on behalf of any Shareholder who is transferring shares).

Description of Debt Securities

As used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated debt securities. We may also issue convertible debt securities. Debt securities issued under an indenture (which we refer to herein as an Indenture) will be entered into between us and a trustee to be named therein. It is likely that convertible debt securities will not be issued under an Indenture.

The Indenture or forms of Indentures, if any, will be filed as exhibits to the registration statement of which this prospectus is a part.

As you read this section, please remember that for each series of debt securities, the specific terms of your debt security as described in the applicable prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in the summary below. The statement we make in this section may not apply to your debt security.

Events of Default Under the Indenture

Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the following are events of default under the indentures with respect to any series of debt securities that we may issue:

We covenant in the Form of Indenture to deliver a certificate to the trustee annually, within certain days after the close of the fiscal year, to show that we are in compliance with the terms of the indenture and that we have not defaulted under the indenture.

Nonetheless, if we issue debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus supplement. Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions of the offered debt securities. The terms and conditions may or may not include whether or not we must furnish periodic evidence showing that an event of default does not exist or that we are in compliance with the terms of the indenture.

The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the Indentures and debt securities are summaries thereof, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indentures (and any amendments or supplements we may enter into from time to time which are permitted under each Indenture) and the debt securities, including the definitions therein of certain terms.

General

Unless otherwise specified in a prospectus supplement, the debt securities will be direct secured or unsecured obligations of our company. The senior debt securities will rank equally with any of our other unsecured senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness.

We may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture and will be equal in ranking.

Should an indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest prior to payments on the senior indebtedness issued under an Indenture.

Prospectus Supplement

Each prospectus supplement will describe the terms relating to the specific series of debt securities being offered. These terms will include some or all of the following:

Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other than any tax or other governmental charge payable in connection with the exchange or transfer.

Debt securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified in the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement any special federal income tax considerations applicable to these discounted debt securities.

We may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices or other factors to which the amount payable on that date relates and certain additional tax considerations.

Description of Warrants

We may issue warrants to purchase our Ordinary Shares. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe in particular the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.

We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of the warrant and/or warrant agreement, if any, which may include a form of warrant certificate, as applicable that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions of the form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.

The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:

Exercise of Warrants

Each warrant will entitle the holder of warrants to purchase the number of Ordinary Shares of the relevant class or series at the exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to the exercise of any warrants to purchase Ordinary Shares of the relevant class or series, holders of the warrants will not have any of the rights of holders of Ordinary Shares purchasable upon exercise, including the right to vote or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the Ordinary Shares purchasable upon exercise, if any.

Description of Rights

We may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

Each right would entitle the holder of the rights to purchase for cash the principal amount of securities at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

Description of Units

The following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any, will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit agreement, if any, relating to units offered under this prospectus.

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable

The provisions described in this section, as well as those described under “Description of Share Capital - Ordinary Shares” and “Description of Warrants” will apply to each unit and to any Ordinary Shares, or warrant included in each unit, respectively.

Issuance in Series

We may issue units in such amounts and in numerous distinct series as we determine.

Transfer Agent and Registrar

Our transfer agent and registrar is Transhare Corporation. Its address is 17755 North US Highway 19 Suite 140, Clearwater, Fl 33764 and its telephone number is (303) 662-1112.

NASDAQ Capital Market Listing

Our Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “SXTC.”

PLAN OF DISTRIBUTION

We may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The prospectus supplement will include the following information:

Sale Through Underwriters or Dealers

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.

We will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.

Direct Sales and Sales Through Agents

We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.

Delayed Delivery Contracts

If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

Market Making, Stabilization and Other Transactions

Unless the applicable prospectus supplement states otherwise, other than our Ordinary Shares, all securities we offer under this prospectus will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

General Information

Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.

LEGAL MATTERS

Except as otherwise set forth in the applicable prospectus supplement, certain legal matters in connection with the securities offered pursuant to this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC to the extent governed by the laws of the State of New York, and by Campbells Legal (BVI) Limited to the extent governed by the laws of the British Virgin Islands. 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 financial statements incorporated by reference in this prospectus for the year ended March 31, 2024 have been audited by ZH CPA, LLC, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

FINANCIAL INFORMATION

The financial statements for the fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022 are included in our 2024 Annual Report on Form 20-F, which are incorporated by reference into this prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the 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 that we have filed with the SEC under the Exchange Act:

All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (and in the case of a Current Report on Form 6-K, so long as they state that they are incorporated by reference into this prospectus, and other than Current Reports on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC. To the extent that any information contained in any Current Report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference.

Upon request, we will provide, without charge, to each person who receives this prospectus, a copy of any or all of the documents incorporated by reference (other than exhibits to the documents that are not specifically incorporated by reference in the documents). Please direct written or oral requests for copies to us at 178 Taidong Rd North, Taizhou, Jiangsu, PRC, and our phone number is +86-523-8629-8290.

WHERE YOU CAN FIND MORE 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 the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and, in accordance with these requirements, we file annual and current reports and other information with the SEC. You may inspect, read (without charge) and copy the reports and other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at www.sec.gov that contains our filed reports and other information that we file electronically with the SEC.

We maintain a corporate website at www.sxtchina.com.. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES

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

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us, 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 thereof.

We have appointed Hunter Taubman Fischer & Li LLC as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Campbells Legal (BVI) Limited (“Campbells”), our counsel to the laws of the British Virgin Islands, and Beijing W&H (Taizhou) Law Firm (“W&H”), our counsel to PRC law, have advised us that there is uncertainty as to whether the courts of the British Virgin Islands or the PRC 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 the British Virgin Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

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

W&H has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. On 20 June 2017, the Intermediate People’s Court in Wuhan (“IPCW”) became the first PRC court to recognize a US judgment. This judgment in combination with previous recent developments in the PRC (“China”) could have a significant effect on the way foreign judgments are treated by PRC courts, and make widespread recognition of foreign judgments possible in China.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

CHINA SXT PHARMACEUTICALS, INC.

$120,000,000

Ordinary Shares,

Debt Securities,

Warrants,

Rights and

Units

PROSPECTUS

October 22, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

Our M&A provides that the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who is a director of the Company or a party in a legal proceeding by reason of the fact that the person is or was a director of the Company. According to our M&A, the indemnity only applies if the person acts honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person has no reasonable cause to believe that his or her conduct was unlawful.

Item 9. Exhibits

Item 10 Undertakings

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).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taizhou, China, on October 22, 2024.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Feng Zhou as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following persons in the capacities and on the date indicated.

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 Newark, DE on October 22, 2024.