美物科技美股招股说明书(2024-12-02版)

Selling Shareholder Offering of30,000,000 Ordinary Shares Meiwu Technology Company Limited This prospectus relates a best-efforts offering of up to 30,000,000 ordinary shares, no par value each (the“Ordinary Shares”), of Meiwu Technology Company Limited (the “Company”). We are offering theOrdinary Shares at a fixed public offering price of $0.80 per share. This prospectus also relates to the offer and resale of 30,000,000 Ordinary Shares from time to time byChangbin Xia, the Chairman of the Company (the “Selling Shareholder”). Mr. Xia purchased 30,000,000Ordinary Shares at a per share price of $0.80, pursuant to a certain securities purchase agreement (the“SPA”), entered into between the Company and the Selling Shareholder on October 22, 2024. Mr. Xia will offer and sell the shares on behalf of the Company and the shares he holds in his personalcapacity. Mr. Xia will enter into a lock-up agreement (the “Lock-Up Agreement”) with the Company onthe effective date of this registration statement, pursuant to which, Mr. Xia will agree not to directly orindirectly sell, offer, contract or grant any option to sell, pledge, transfer (excluding intra-family transfers,transfers to a trust for estate planning purposes or to beneficiaries of officers, directors and shareholdersupon their death), or otherwise dispose of or enter into any transaction which may result in the dispositionof any Ordinary Shares or securities convertible into, exchangeable or exercisable for any Ordinary Shares,without the prior written consent of the Company, for a period of 180 days following the effective date ofthis registration statement (the “Lock-Up Period”). As a result, Mr. Xia will sell his shares after the closingof the primary offering of the Company. Our primary offering is a “best efforts” offering and there is no minimum purchase requirement. The shareswill be offered at a fixed price of $0.80 per share for the duration of the offering. Because there is nominimum offering amount required as a condition to closing this offering, we may sell fewer than all of thesecurities offered hereby, which may significantly reduce the amount of proceeds received by us, andinvestors in this offering will not receive a refund in the event that we do not sell a number of securitiessufficient to pursue the business goals outlined in this prospectus. Also, any proceeds from the sale ofsecurities offered by us will be available for our immediate use, despite uncertainty about whether wewould be able to use such funds to effectively implement our business plan. We will receive proceeds from the issuance and sale of our primary offering. We will not receive anyproceeds from the sale of shares by the Selling Shareholder pursuant to this prospectus. We plan to use the net proceeds from the primary offering for the following purposes: approximately 20%for the recruitment of talented personnel in sales and technical departments for our planned functionalskincare business; approximately 20% for the operation of and the upgrade of our online platform to add anew functional skincare segment; approximately 30% for establishing and expanding our distributionnetworkfor the planned functional skincare business;and approximately 30%for marketing andpromotional activities to enhance market share and drive sales of our business. See “Use of Proceeds”. Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “WNW”. OnNovember 26, 2024, the last reported sale price of our Ordinary Shares on Nasdaq was $0.9600 per share. We are not a Chinese operating company but a British Virgin Islands holding company with operationsconducted by our subsidiaries based in China and that this structure involves unique risks to investors. As aholding company with no material operations, our operations were conducted in China by (i) the VIE,Meiwu Shenzhen, and (ii) the VIE’s subsidiaries, Jiayuan Liquor, Wunong Shaanxi, Heme Shenzhen,Wude Shanghai and Meiwu Catering. You are holding equity interests in the BVI company, not the VIE.Neither we nor our subsidiaries own any equity interests in the VIE. WFOE, the VIE and the shareholdersof the VIE entered into a series of contractual arrangements, also known as the “VIE Agreements”,pursuant to which we are able to consolidate the financial results of the VIE in our consolidated financialstatements because we are deemed as the primary beneficial of the VIE under generally acceptedaccounting principles in the U.S. (“U.S. GAAP”), and this structure involves unique risks to investors.However, these VIE agreements have not been tested in a court of law in China as of the date of thisprospectus.The VIE structure provides contractual exposure to foreign investment in China-basedcompanies. Chinese law though prohibits direct foreign investment in operating companies, does notprohibit direct foreign investment in the VIEs. As a result of our use of the VIE structure, investors maynever directly hold equity in