寶泰控股/寶露泰奇Blue-Touch Holdings（BBCH）美股招股說明書 F-1（2025-05-22版）（英文版）（12頁）.pdf

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1、2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm1/12F-1/A 1 tm257289d8_f1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on May 22,2025.Registration No.333

2、-267699 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.15TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Blue-Touch Holdings Group Co.,Ltd(Exact name of registrant as specified in its charter)Cayman Islands 2840 Not Applicable(State or other jurisdic

3、tion ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.1 Pengda Road,Hunan Town,Changle DistrictFuzhou City,Fujian ProvinceThe Peoples Republic of China 350212+86-183-5916-6777(Address,including zip code,and telephone numbe

4、r,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fi

5、scher&Li LLC950 Third Avenue,19th FloorNew York,NY 10022212-530-2206Laura Hua Luo Hemmann,Esq.iTKG Law LLC100 Corporate Drive,Suite 302Lebanon,NJ 08833650-799-2061 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registrationstatement.If any o

6、f the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,pleas

7、e checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act

8、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 andlist the Securities Act registration statement number of the earlier effecti

9、ve 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 of1933.2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/da

10、ta/1944946/000110465925052011/tm257289d8_f1a.htm2/12 Emerging growth companyx If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or r

11、evised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically state

12、s that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuantto such Section 8(a),may det

13、ermine.2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm3/12 EXPLANATORY NOTE Blue-Touch Holdings Group Co.,Ltd is filing this Amendment No.15(this“Amendment No.15”)to the Regis

14、tration Statement onForm F-1(Registration No.333-267699),originally filed on September 30,2022(the“Registration Statement”),as an exhibit-only filing,solely to update the Consents of Independent Registered Public Accounting Firms attached as Exhibit 23.1 and Exhibit23.4,respectively.Accordingly,this

15、 Amendment No.15 consists only of the facing page,this explanatory note,Part II of theRegistration Statement,the signature pages to the Registration Statement,and the exhibits being filed,and is not intended to amendor delete any part of the Registration Statement except as specifically noted herein

16、.2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm4/12 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.Cayman Islands law does no

17、t limit the extent to which a companys articles of association may provide for indemnification ofofficers and directors,except to the extent any such provision may be held by the Cayman Islands courts to be contrary to publicpolicy,such as to provide indemnification against the indemnified persons o

18、wn fraud or dishonesty or against the consequences ofcommitting a crime.Our articles of association,which will become effective upon or before completion of this offering,providethat,to the extent permitted by law,we shall indemnify each existing or former secretary,director(including alternate dire

19、ctor),andany of our other officers(including an investment adviser or an administrator or liquidator)and their personal representativesagainst:(a)all actions,proceedings,costs,charges,expenses,losses,damages,or liabilities incurred or sustained by the existing orformer director(including alternate d

20、irector),secretary,or officer in or about the conduct of our business or affairs or in theexecution or discharge of the existing or former director(including alternate director)s,secretarys,or officers duties,powers,authorities or discretions;and(b)without limitation to paragraph(a)above,all costs,e

21、xpenses,losses,or liabilities incurred by the existing or formerdirector(including alternate director),secretary,or officer in defending(whether successfully or otherwise)any civil,criminal,administrative or investigative proceedings(whether threatened,pending or completed)concerning us or our affai

22、rs in any court ortribunal,whether in the Cayman Islands or elsewhere.No such existing or former director(including alternate director),secretary,or officer,however,shall be indemnified in respect ofany matter arising out of his own dishonesty.To the extent permitted by law,we may make a payment,or

23、agree to make a payment,whether by way of advance,loan orotherwise,for any legal costs incurred by an existing secretary,or any of our officers in respect of any matter identified in above oncondition that the secretary,or officer must repay the amount paid by us to the extent that it is ultimately

24、found not liable toindemnify the secretary or that officer for those legal costs.Pursuant to indemnification agreements,the form of which is filed as Exhibit 10.2 to this registration statement,we will agree toindemnify our directors and officers against certain liabilities and expenses incurred by

25、such persons in connection with claimsmade by reason of their being such a director or officer.The Underwriting Agreement,the form of which is filed as Exhibit 1.1 to this registration statement,will also provide forindemnification of us and our officers and directors.Insofar as indemnification for

26、liabilities arising under the Securities Act may be permitted to directors,officers or personscontrolling us pursuant to the foregoing provisions,we have been informed that in the opinion of the SEC such indemnification isagainst public policy as expressed in the Securities Act and is therefore unen

27、forceable.ITEM 7.RECENT SALES OF UNREGISTERED SECURITIES.During the past three years,our Company has issued the following securities which were not registered under the Securities Act.We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on

28、Section 4(2)ofthe Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Actregarding sales by an issuer in offshore transactions.No underwriters were involved in these issuances of securities.Purchaser Date of Issuance Number of Ord

29、inary Shares Consideration(US$)ST Investment Group Limited 9-27-2021 26,000 26,000ChenJi Investment Group Limited 9-27-2021 3,250 3,250LIUJING Investment Limited 9-27-2021 3,250 3,250Super Wise International Holdings Limited 9-27-2021 3,250 3,250SXD Investment Consulting Limited 9-27-2021 3,000 3,00

30、0ZTCHEN Investment Limited 9-27-2021 2,750 2,750CMX Investment Group Limited 9-27-2021 2,500 2,500LinFeng Investment Limited 9-27-2021 2,500 2,500YWF Investment Limited 9-27-2021 2,000 2,0002025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Arc

31、hives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm5/12LJC International Investment Limited 9-27-2021 1,500 1,500 II-12025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.ht

32、m6/12 Since incorporation,there have been changes in the ownership of our Ordinary Shares.See“Principal Shareholders.”OnSeptember 6,2022,our Company effected a 240-for-1 stock split,as a result of which the aggregated number of outstandingOrdinary Shares changed from 50,000 to 12,000,000.The number

33、of outstanding Ordinary Shares in the table above does notreflect the effect of such stock split.ITEM 8.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.(a)Exhibits See Exhibit Index beginning on page 132 of this registration statement.(b)Financial Statement Schedules Schedules have been omitted because t

34、he information required to be set forth therein is not applicable or is shown in theConsolidated Financial Statements or the Notes thereto.ITEM 9.UNDERTAKINGS.The undersigned registrant hereby undertakes to provide to the Underwriters at the closing specified in the underwriting agreement,certificat

35、es in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to eachpurchaser.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,officers and controllingpersons of the registrant pursuant to the

36、 provisions described in Item 6,or otherwise,the registrant has been advised that in theopinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the SecuritiesAct and is therefore unenforceable.In the event that a claim for indemnification again

37、st such liabilities(other than the payment bythe registrant of expenses incurred or paid by a director,officer or controlling person of the registrant in the successful defense ofany action,suit or proceeding)is asserted by such director,officer or controlling person in connection with the securitie

38、s beingregistered,the registrant will,unless in the opinion of its counsel the matter has been settled by controlling precedent,submit to acourt of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in theSecurities Act and will be governed

39、 by the final adjudication of such issue.The undersigned registrant hereby undertakes that:(1)For purposes of determining any liability under the Securities Act,the information omitted from the form of prospectusfiled as part of this registration statement in reliance upon Rule 430A and contained in

40、 a form of prospectus filed by the registrantunder Rule 424(b)(1)or(4)or 497(h)under the Securities Act shall be deemed to be part of this registration statement as of thetime it was declared effective.(2)For the purpose of determining any liability under the Securities Act,each post-effective amend

41、ment that contains a formof prospectus shall be deemed to be a new registration statement relating to the securities offered therein,and the offering of suchsecurities at that time shall be deemed to be the initial bona fide offering thereof.(3)For the purpose of determining liability under the Secu

42、rities Act to any purchaser,each prospectus filed pursuant toRule 424(b)as part of a registration statement relating to an offering,other than registration statements relying on Rule 430B orother than prospectuses filed in reliance on Rule 430A,shall be deemed to be part of and included in the regis

43、tration statement asof the date it is first used after effectiveness.Provided,however,that no statement made in a registration statement or prospectusthat is part of theregistration statement or made in a document incorporated or deemed incorporated by reference into the registration statement orpro

44、spectus that is part of the registration statement will,as to a purchaser with a time of contract of sale prior to such first use,supersede or modify any statement that was made in the registration statement or prospectus that was part of the registrationstatement or made in any such document immedi

45、ately prior to such date of first use.II-22025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm7/12 (4)For the purpose of determining any liability of the registrant under the Secur

46、ities Act to any purchaser in the initialdistribution of the securities,the undersigned registrant undertakes that in a primary offering of securities of the undersignedregistrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities to the purchas

47、er,if the securities are offered or sold to such purchaser by means of any of the following communications,the undersigned registrantwill be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:(i)Any preliminary prospectus or prospectus of the undersig

48、ned registrant relating to the offering required to be filed pursuantto Rule 424;(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used orreferred to by the undersigned registrant;(iii)The portion of any other free writing prospectus r

49、elating to the offering containing material information about theundersigned registrant or its securities provided by or on behalf of the undersigned registrant;and(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.II-32025/5/23 14:20sec.

50、gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm8/12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933,the registrant certifies that it has reasonable grounds to believe that

51、itmeets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by theundersigned,thereunto duly authorized,in the City of Fuzhou,Peoples Republic of China,on May 22,2025.Blue-Touch Holdings Group Co.,Ltd By:/s/Guanzhao Lin Guanzhao L

52、in Chief Executive Officer,Chairman of the Board and Director (Principal Executive Officer)Power of Attorney Each person whose signature appears below constitutes and appoints each of Guanzhao Lin and Jinshui Ying as attorneys-in-fact with full power of substitution,for him or her in any and all cap

53、acities,to do any and all acts and all things and to execute anyand all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with theSecurities Act,and any rules,regulations,and requirements of the U.S.Securities and Exchange Commission thereun

54、der,inconnection with the registration under the Securities Act of ordinary shares of the registrant,including,without limitation,thepower and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement onForm F-1(the“Registration Statement”)

55、to be filed with the U.S.Securities and Exchange Commission with respect to suchShares,to any and all amendments or supplements to such Registration Statement,whether such amendments or supplements arefiled before or after the effective date of such Registration Statement,to any related Registration

56、 Statement filed pursuant toRule 462(b)under the Securities Act,and to any and all instruments or documents filed as part of or in connection with suchRegistration Statement or any and all amendments thereto,whether such amendments are filed before or after the effective date ofsuch Registration Sta

57、tement;and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do orcause to be done by virtue hereof.2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm25

58、7289d8_f1a.htm9/12 Pursuant to the requirements of the Securities Act of 1933,this registration statement has been signed by the following persons inthe capacities and on the dates indicated.Signature Title Date/s/Guanzhao Lin Chief Executive Officer,Chairman of the Board and Director May 22,2025Nam

59、e:Guanzhao Lin(Principal Executive Officer)/s/Jinshui Ying Chief Financial Officer May 22,2025Name:Jinshui Ying(Principal Accounting and Financial Officer)/s/Jifeng Huang Director May 22,2025Name:Jifeng Huang SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES Pursuant to the Securities Act

60、of 1933 as amended,the undersigned,the duly authorized representative in the United States ofAmerica of Blue-Touch Holdings Group Co.,Ltd,has signed this registration statement thereto in New York,NY on May 22,2025.Cogency Global Inc.Authorized U.S.Representative By:/s/Colleen A.De Vries Name:Collee

61、n A.De Vries Title:Senior Vice President on behalf of Cogency Global Inc.2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm10/12 EXHIBIT INDEX Description 1.1*Form of Underwritin

62、g Agreement 3.1*Amended and Restated Memorandum of Association of the Registrant 3.2*Amended and Restated Articles of Association of the Registrant 4.1*Specimen Certificate for Ordinary Shares 5.1*Opinion of Ogier regarding the legality of the Ordinary Shares being registered 8.1*Opinion of AllBrigh

63、t Law Offices(Fuzhou)regarding certain PRC tax matters(included in Exhibit 99.2)10.1*Form of Employment Agreement by and between executive officers and the Registrant 10.2*Form of Indemnification Agreement with the Registrants directors and officers 10.3*English translation of Advertising Agreement

64、dated December 13,2021,by and between the operating entity andFujian Cema Benteng Cultural Development Co.,Ltd.10.4*English translation of Agreement dated January 4,2022,by and between the operating entity and GuangzhouBangduo Biological and Technology Co.,Limited 10.5*English translation of Agreeme

65、nt dated December 20,2022,by and between the operating entity and GuangzhouBangduo Biological and Technology Co.,Limited 10.6*English translation of Agreement dated March 20,2023,by and between the operating entity and Xiamen Di En AnBiotechnology Co.,Ltd.10.7*English translation of Advertising Agre

66、ement dated December 19,2022,by and between the operating entity andFujian Cema Benteng Cultural Development Co.,Ltd.10.8*English translation of Agreement dated December 22,2023,by and between the operating entity and GuangzhouMotie Biotechnology Co.,Ltd.10.9*Agreement among the operating entity,Gua

67、ngzhou Bangduo Biological and Technology Co.,Limited andGuangzhou Motie Biotechnology Co.,Ltd.10.10*English translation of Agreement dated December 20,2023,by and between the operating entity and Fujian CemaBenteng Cultural Development Co.,Ltd.10.11*English translation of Agreement dated March 30,20

68、24,by and between the operating entity and Xiamen Di En AnBiotechnology Co.,Ltd.10.12*English translation of Agreement for 2025 by and between the operating entity and Guangzhou Motie BiotechnologyCo.,Ltd.10.13*English translation of Agreement for 2025 by and between the operating entity and Fuzhou

69、Cema Benteng MediaCo.,Ltd.10.14*English translation of Agreement dated April 11,2025,by and between the operating entity and Xiamen Di En AnBiotechnology Co.,Ltd.16.1*Letter of TPS Thayer,LLC to the U.S.Securities and Exchange Commission 21.1*Subsidiaries 23.1 Consent of TPS Thayer,LLC 2025/5/23 14:

70、20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm11/1223.2*Consent of Ogier(included in Exhibit 5.1)23.3*Consent of AllBright Law Offices(Fuzhou)(included in Exhibit 99.2)23.4 Consent of HTL

71、 International,LLC 2025/5/23 14:20sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htmhttps:/www.sec.gov/Archives/edgar/data/1944946/000110465925052011/tm257289d8_f1a.htm12/12 24.1 Power of Attorney(included on signature page)99.1*Code of Business Conduct and Ethics of the Regis

72、trant 99.2*Opinion of AllBright Law Offices(Fuzhou),regarding certain PRC law matters 99.3*Consent of Respect Marketing Research Inc.99.4*Consent of Jindan Lin 99.5*Consent of Shuo Chen 99.6*Consent of Yuan Yuan 99.7*Form of Policy Relating to Recovery of Erroneously Awarded Compensation 107*Filing Fee Table*Previously filed.