SEC Company Response from Paranovus Entertainment Technology Ltd. (PAVS) (CIK 0001751876) (PAVS) — Jun 14, 2019
Paranovus Entertainment Technology Ltd. (PAVS) (CIK 0001751876)
Date: June 14, 2019 · CIK: 0001751876 · Accession: 0001213900-19-010799
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-230170
Referenced dates: April 30, 2019
Letter
VIA EDGAR Division of Corporation Finance Office of Healthcare & Insurance Amendment No. 4 to Registration Statement on Form F-1 Filed June 7, 2019 File No. 333-230170
Dear Ms. Breslin:
Happiness Biotech Group Ltd. (the “Company”, “Happiness,” “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 13, 2019 regarding our Amendment No.4 to Registration Statement on Form F-1 (the “Amendment No. 4”) previously submitted on June 7, 2019. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1 submitted publicly accompanying this Response Letter is referred to as Amendment No. 4.
Amendment No. 4 to Form F-1
Exhibits
1. We refer to the revised Exhibit 5.1 opinion. As previously noted in our prior comment 3 in our letter dated April 30, 2019, the restored Section 1.5 assumes material facts related to the valid issuance opinion as it assumes the accuracy and completeness of all facts and representations made in documents reviewed by counsel. In addition, the second clause of restored Section 1.7 also contains an inappropriate assumption related to the valid issuance opinion. Please file an amended opinion that does not contain these assumptions, and which also clearly covers all of the shares being offered by the Company. Also, please have counsel revise its opinion with respect to the resale shares to opine that they are duly authorized, legally issued, fully paid and non-assessable, as they are currently outstanding.
Response: In response to Staff’s comment, we have revised the relevant sections of the Exhibit 5.1 opinion.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very
truly yours,
/s/
Xuezhu Wang
Show Raw Text
CORRESP
1
filename1.htm
Happiness
Biotech Group Ltd
No.
11, Dongjiao East Road
Shuangxi,
Shunchang, Nanping City
Fujian
Province, P.R.C.
June
14, 2019
VIA
EDGAR
Mary
Beth Breslin
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Healthcare & Insurance
100
F Street, N.E.
Mail
Stop 4631
Washington,
DC 20549
Re: Happiness
Biotech Group Ltd
Amendment
No. 4 to
Registration
Statement on Form F-1
Filed
June 7, 2019
File
No. 333-230170
Dear
Ms. Breslin:
Happiness
Biotech Group Ltd. (the “Company”, “Happiness,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated June 13, 2019 regarding our Amendment No.4
to Registration Statement on Form F-1 (the “Amendment No. 4”) previously submitted on June 7, 2019. For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1
submitted publicly accompanying this Response Letter is referred to as Amendment No. 4.
Amendment
No. 4 to Form F-1
Exhibits
1.
We refer to the revised Exhibit 5.1 opinion. As previously noted in our prior comment 3 in our letter dated April 30, 2019,
the restored Section 1.5 assumes material facts related to the valid issuance opinion as it assumes the accuracy and
completeness of all facts and representations made in documents reviewed by counsel. In addition, the second clause of
restored Section 1.7 also contains an inappropriate assumption related to the valid issuance opinion. Please file an amended
opinion that does not contain these assumptions, and which also clearly covers all of the shares being offered by the
Company. Also, please have counsel revise its opinion with respect to the resale shares to opine that they are duly
authorized, legally issued, fully paid and non-assessable, as they are currently outstanding.
Response:
In response to Staff’s comment, we have revised the relevant sections of the Exhibit 5.1 opinion.
We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at (212) 530-2208.
Very
truly yours,
/s/
Xuezhu Wang
Xuezhu
Wang
CEO
cc:
Joan
Wu
Hunter
Taubman Fischer & Li LLC