Mga Batayang Estadistika
| CIK | 1789299 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to UTime Ltd
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 22, 2025 |
Exhibit 99.2 UTIME LIMITED 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 August , 2025 Re: Director Offer Letter Dear Mr. Yanzhi Wang UTime Limited, a Cayman Islands exempted company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience |
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| August 22, 2025 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2025 by and among UTime Limited, a Cayman Islands company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于2025 年月日，由UTime |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pri |
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| August 11, 2025 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hengcong Qiu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| August 11, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-278900) and Form F-3 (File Nos. 333-288514 and 333-278912) of UTime Limited (the “Company”) of our report dated July 31, 2025 relating to the Company’s consolidated financial statements which appears in this Annual Report on For |
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| August 11, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-278900) and Form F-3 (File Nos. 333-288514 and 333-278912) of UTime Limited (the “Company”) of our report dated July 30, 2024 relating to the Company’s consolidated financial statements which appears in this Annual Report on For |
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| August 11, 2025 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hengcong Qiu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| August 11, 2025 |
Exhibit 2.1 DESCRIPTION OF SHARE CAPITAL We are a Cayman Islands company and our affairs are governed by our amended and restated memorandum and articles of association and the Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below. Our authorized share capital consists of 900,000,000 Class A ordinary shares of a par value of US$0.001 each and 100,000,000 |
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| August 11, 2025 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Re |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| August 11, 2025 |
Exhibit 15.3 Zhejiang Taihang Law Firm 35F, Dikai Chengxing International Building, No. 98, Chengxing Road, Shangcheng District, Hangzhou, Zhejiang, 310020, China Date: Aug 11, 2025 To: UTime Limited (the “Company”) 7th Floor, Building 5A, Shenzhen Software Industry Base, Nanshan District Shenzhen, PRC, 518061 Dear Sir/Madam: We are lawyers licensed and qualified to practice law in the People’s Re |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| July 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 3, 2025 As filed with the U.S. Securities and Exchange Commission on July 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R. |
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| July 3, 2025 |
Exhibit 107 F-3 (Form Type) UTime Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be paid Equity Class A Ordinary Shares, $0. |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of princ |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of princ |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of prin |
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| March 13, 2025 |
Exhibit 99.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman UTime Limited (ROC #343571) (the “Company”) TAKE NOTICE that at an extraordinary general meeting of the shareholders of the Company dated 12 March 2025, the following resolutions were passed: Proposal No. 1 RESOLVED, as an ordinary resolution, to approve an amendment of the share capita |
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| March 5, 2025 |
FORM OF ORDINARY SHARES PURCHASE WARRANT UTIME LIMITED Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| March 5, 2025 |
UTIME LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 12, 2025 Exhibit 99.3 UTIME LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 12, 2025 Notice is hereby given that UTime Limited, a Cayman Islands company (the “Company”), will hold its Extraordinary General Meeting of shareholders at 10:00AM., Eastern Time, on March 12, 2025 (the “Extraordinary Meeting”) at the Company’s headquarters located at 7th Floor, Building 5A, She |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of prin |
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| March 5, 2025 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2025 by and among UTime Limited, a Cayman Islands exempted company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于2025 年 |
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| March 5, 2025 |
Exhibit 99.4 UTIME LIMITED (incorporated in the Cayman Islands with limited liability) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING to be held on March 12, 2025 (or any adjourned or postponed meeting thereof) I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of Ordinary Shares1, par |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pr |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pri |
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| January 15, 2025 |
Exhibit 99.1 UTIME LIMITED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data and per share data, or otherwise noted) (Unaudited) As of March 31, As of September 30, 2024 2024 Assets RMB RMB USD Current assets Cash and cash equivalents 76,675 105,345 15,012 Restricted cash 500 500 71 Accounts receivable, net 30,240 35,258 5,024 Prepaid expenses and other current assets, net 457,6 |
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| January 15, 2025 |
Exhibit 99.2 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes to those financial statements and other financial data that appear elsewhere in this annual report. In addition to historical information, the following discussion contains forward-looking statements based on cur |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pr |
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| January 8, 2025 |
FORM OF ORDINARY SHARES PURCHASE WARRANT UTIME LIMITED Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| January 8, 2025 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2025 by and among UTime Limited, a Cayman Islands company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于2025 年月日，由UTime |
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| January 6, 2025 |
Registered Office: 10 Anson Road #20-16 International Plaza Singapore 079903 Exhibit 16.1 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No : M90367663E Tel: (65) 6227 5428 10 Anson Road #20-16 International Plaza Singapore 079903 Website : www.allianceaudit.com January 6, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Form 6-K dated |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of principal executive office) Indicate |
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| November 15, 2024 |
FORM OF ORDINARY SHARES PURCHASE WARRANT UTIME LIMITED Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of p |
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| November 15, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2024 by and among UTime Limited, a Cayman Islands company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于2024 年 月 日，由UTi |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pri |
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| October 21, 2024 |
Capital Vista Ltd - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UTime Limited (Name of Issuer) Ordinary Share (Title of Class of Securities) G9411M116 (CUSIP Number) Hengcong Qiu 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China Tel: (86) 755 86512266 (Name, Address and T |
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| October 21, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September , 2024, between UTime Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| September 18, 2024 |
UTIME LIMITED 7,692,308 Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-278912 Prospectus Supplement (To Prospectus dated June 7, 2024, as amended) UTIME LIMITED 7,692,308 Ordinary Shares We are offering 7,692,308 of our Ordinary Shares, par value $0.0001 per share, to certain accredited investors at a price of $0.65 per share pursuant to this prospectus supplement and the accompanying prospectus. Our Ordinary Shar |
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| September 18, 2024 |
Exhibit 99.2 UTime Limited Announces Pricing of $5 Million Registered Direct Offering NEW YORK, Sept. 13, 2024 (GLOBE NEWSWIRE) - UTime Limited (“UTime” or the “Company”) (Nasdaq: WTO), a mobile device manufacturing company committed to providing cost effective products and solutions to consumers globally and helping low-income individuals from established and emerging markets today announced that |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of p |
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| September 18, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September , 2024, between UTime Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of prin |
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| August 20, 2024 |
Exhibit 99.2 UTIME LIMITED (incorporated in the Cayman Islands with limited liability) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING to be held on August 28, 2024 (or any adjourned or postponed meeting thereof) I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of Ordinary Shares1, par |
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| August 20, 2024 |
UTIME LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 28, 2024 Exhibit 99.1 UTIME LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 28, 2024 Notice is hereby given that UTime Limited, a Cayman Islands company (the “Company”), will hold its Extraordinary General Meeting of shareholders at 10:00AM., Eastern Time, on August 28, 2024 (the “Extraordinary Meeting”) at the Company’s headquarters located at 7th Floor, Building 5A, S |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pri |
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| July 30, 2024 |
Exhibit 15.2 Zhejiang Taihang Law Firm 35F, Dikai Chengxing International Building, No. 98, Chengxing Road, Shangcheng District, Hangzhou, Zhejiang, 310020, China Date：July 30, 2024 To: UTime Limited (the “Company”) 7th Floor, Building 5A, Shenzhen Software Industry Base, Nanshan District Shenzhen, PRC, 518061 Dear Sir/Madam: We hereby consent to the reference of our name under the heading “Item 3 |
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| July 30, 2024 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Re |
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| July 30, 2024 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hengcong Qiu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| July 30, 2024 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Shibin Yu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| July 30, 2024 |
Utime limited the “Company” COMPENSATION RECOVERY POLICY Effective December 1, 2023 Exhibit 97.1 Utime limited the “Company” COMPENSATION RECOVERY POLICY Effective December 1, 2023 In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the listing standards of The Nasdaq Stock Market (the “Exchange”), the Company’s Board of Directors (the “Board”) has adopted this Compensation Recovery Policy (the “Poli |
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| July 30, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-265907 and 333-278900) and Form F-3 (File No. 333-278912) of UTime Limited (the “Company”) of our report dated July 30, 2024 relating to the Company’s consolidated financial statements which appears in this Annual Report |
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| June 7, 2024 |
As filed with the U.S. Securities and Exchange Commission on June 7, 2024 As filed with the U.S. Securities and Exchange Commission on June 7, 2024 Registration No. 333-278912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3/A Post-Effective Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction |
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| May 23, 2024 |
As filed with the U.S. Securities and Exchange Commission on May 23, 2024 As filed with the U.S. Securities and Exchange Commission on May 23, 2024 Registration No. 333-278912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3/A Post-Effective Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction |
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| April 30, 2024 |
UTIME LIMITED 7TH FLOOR BUILDING 5A SHENZHEN SOFTWARE INDUSTRY BASE NANSHAN, SHENZHEN, PRC 518061 UTIME LIMITED 7TH FLOOR BUILDING 5A SHENZHEN SOFTWARE INDUSTRY BASE NANSHAN, SHENZHEN, PRC 518061 Via EDGAR Division of Corporation Finance Office of Manufacturing U. |
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| April 24, 2024 |
UTime Limited 2024 Performance Incentive Plan Exhibit 99.1 UTime Limited 2024 Performance Incentive Plan 1. PURPOSE OF PLAN The purpose of this 2024 Performance Incentive Plan (this “Plan”) of UTime Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), is to promote the success of the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, mot |
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| April 24, 2024 |
Exhibit 4.6 UTIME LIMITED (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Cer |
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| April 24, 2024 |
As filed with the Securities and Exchange Commission on April 24, 2024 As filed with the Securities and Exchange Commission on April 24, 2024 Registration No. |
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| April 24, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 24, 2024 F-3 1 ea0203767-f3utimeltd.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on April 24, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or ot |
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| April 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) UTIME LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, $0. |
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| April 24, 2024 |
UTIME LIMITED Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS Exhibit 4.7 UTIME LIMITED Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate. 6 S |
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| April 24, 2024 |
Exhibit 107 F-3 (Form Type) UTIME LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be paid Equity Ordinary Shares, $0. |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A Amendment No. 1 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001- 40306 Utime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of C |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of prin |
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| February 26, 2024 |
Exhibit 99.1 UTIME LIMITED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data and per share data, or otherwise noted) (Unaudited) As of March 31, As of September 30, 2023 2023 Assets RMB RMB USD Current assets Cash and cash equivalents 71,925 79,952 11,136 Restricted cash 500 500 70 Accounts receivable, net 52,241 40,838 5,688 Prepaid expenses and other current assets, net 95,311 |
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| February 26, 2024 |
Exhibit 99.2 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes to those financial statements and other financial data that appear elsewhere in this annual report. In addition to historical information, the following discussion contains forward-looking statements based on cur |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pr |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of p |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of p |
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| November 16, 2023 |
Exhibit 99.2 UTIME LIMITED (incorporated in the Cayman Islands with limited liability) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING to be held on December 16, 2023 (or any adjourned or postponed meeting thereof) I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of Ordinary Shares1, p |
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| November 16, 2023 |
Exhibit 99.1 UTIME LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2023 Notice is hereby given that UTime Limited, a Cayman Islands company (the “Company”), will hold its Extraordinary General Meeting of shareholders at 10:00AM., Eastern Time, on December 16, 2023 (the “Extraordinary Meeting”) at the Company’s headquarters located at 7th Floor, Building 5 |
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| November 3, 2023 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2023 by and among UTime Limited, a Cayman Islands exempted company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于2023年 |
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| November 3, 2023 |
FORM OF ORDINARY SHARES PURCHASE WARRANT UTIME LIMITED Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of p |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of pri |
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| August 29, 2023 |
UTime Limited Announces Nasdaq Ticker Symbol Change to WTO Exhibit 99.1 UTime Limited Announces Nasdaq Ticker Symbol Change to WTO SHENZHEN, China, Aug. 28, 2023 (GLOBE NEWSWIRE) - UTime Limited (NASDAQ: UTME; the “Company” or “UTME”) announced that the Company will be changing its ticker symbol from “UTME” to “WTO”. Effective on Tuesday September 5, 2023, the Company’s ordinary shares will trade on Nasdaq under the new symbol “WTO”. “According to the nee |
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| August 8, 2023 |
Exhibit 19.1 UTime Limited Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities APPLICABILITY OF POLICY This Policy applies to all transactions in the Company’s securities, including ordinary shares, options and warrants to purchase ordinary shares and any other securities the Company may issue from time to time, such as preferred stock and convertible n |
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| August 8, 2023 |
Loan Contract for Small Business Exhibit 4.61 Contract No.: Loan Contract for Small Business Special note: This Contract is negotiated and signed by the Borrower and the Lender on an equal and voluntary basis. All Contract terms are true representations of the Parties. In order to safeguard the legitimate rights and interests of the Borrower, the Lender hereby draws the Borrower’s full attention to all the clauses relating to the |
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| August 8, 2023 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Re |
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| August 8, 2023 |
Exhibit 4.64 Contract No.: H.Y. (2022) S. E. B. Zi (TUO YI) No.[ ] Contract on Guarantee under the Debt Ceiling (Corporate Business) China Resources Bank of Zhuhai Co., Ltd. September 2022 Edition Contract on Guarantee under the Debt Ceiling Creditor: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch Guarantor: Bao Minfei Whereas, the Guarantor is willing to provide the maximum amount guara |
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| August 8, 2023 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Shibin Yu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac |
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| August 8, 2023 |
Contract on Guarantee under the Debt Ceiling (Applicable to small and micro customers) Exhibit 4.67 Contract No.: G.Y.S.(B.)L.Zi 2022 No.[ ] Contract on Guarantee under the Debt Ceiling (Applicable to small and micro customers) Important notice: This Contract is negotiated and signed by the Parties on an equal and voluntary basis. All contract terms are true representations of the parties. In order to safeguard the legitimate rights and interests of the Guarantor, the Creditor speci |
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| August 8, 2023 |
Exhibit 15.3 B & D Law Firm 12th Floor, Building B, Posco Center, No.13 Fourth Block Wangjing Dongyuan, Chaoyang District Beijing, 100102 China Tel: 010 6478 9105 Fax : 010 6478 9550 Email: [email protected] Web: www.bdlawyer.com.cn To: UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 August 8, 2023 Dear Sir/ |
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| August 8, 2023 |
Loan Contract for Small Business Exhibit 4.62 Contract No.: Loan Contract for Small Business Special note: This Contract is negotiated and signed by the Borrower and the Lender on an equal and voluntary basis. All Contract terms are true representations of the Parties. In order to safeguard the legitimate rights and interests of the Borrower, the Lender hereby draws the Borrower’s full attention to all the clauses relating to the |
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| August 8, 2023 |
Exhibit 4.66 Contract No.: H. Y. (2022) S. E. B. Zi (TUO YI) No. [ ] Contract on Guarantee under the Debt Ceiling (Corporate Business) China Resources Bank of Zhuhai Co., Ltd. September 2022 Edition Contract on Guarantee under the Debt Ceiling Creditor: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch Guarantor: Guangxi Utime Technology Co., Ltd Whereas, the Guarantor is willing to provide |
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| August 8, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-265907) of UTime Ltd (the “Company”) of our report dated Augu |
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| August 8, 2023 |
RMB Working Capital Loan Contract (Online version) (Version 1.0, 2021) Customer Instructions Exhibit 4.63 No.: Yin [Puhui] Zi/No. [ ] RMB Working Capital Loan Contract (Online version) (Version 1.0, 2021) Customer Instructions In order to protect the rights and interests of your company, please read the terms of this Contract carefully before signing, and pay particular attention to the following matters: 1. Please ensure that the application materials submitted by your company are true, |
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| August 8, 2023 |
Exhibit 4.59 Contract No.: H. Y. (2022) S. E. D. Zi (TUO YI) No. [ ] Contract on Mortgage under the Debt Ceiling (Corporate Business) China Resources Bank of Zhuhai Co., Ltd. September 2022 Edition Contract on Mortgage under the Debt Ceiling Mortgagee: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch Mortgagor: Shenzhen United Time Technology Co., Ltd. Whereas the Mortgagor (if the mortgag |
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| August 8, 2023 |
Exhibit 4.60 Contract No.: H.Y. (2022) S. L.D. Zi (TUO YI) No. [ ] Working Capital Loan Contract (Corporate Business) China Resources Bank of Zhuhai Co., Ltd. September 2022 Edition Working Capital Loan Contract This Contract is (mark “√” in ☐ if applicable, and mark “☒” if not applicable, the same below): ☐ Single business contract that is not within the quota. ☒ Specific business contract within |
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| August 8, 2023 |
Exhibit 4.65 Contract No.: H. Y. (2022) S. E. B. Zi (TUO YI) No.[ ] Contract on Guarantee under the Debt Ceiling (Corporate Business) China Resources Bank of Zhuhai Co., Ltd. September 2022 Edition Contract on Guarantee under the Debt Ceiling Creditor: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch Guarantor: Ping Qiuzi Whereas, the Guarantor is willing to provide the maximum amount guar |
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| August 8, 2023 |
Contract on Guarantee under the Debt Ceiling (Applicable to small and micro customers) Exhibit 4.68 Contract No.: G.Y.S.(B.)L.Zi 2022 No.[ ] Contract on Guarantee under the Debt Ceiling (Applicable to small and micro customers) Important notice: This Contract is negotiated and signed by the Parties on an equal and voluntary basis. All contract terms are true representations of the parties. In order to safeguard the legitimate rights and interests of the Guarantor, the Creditor speci |
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| August 8, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LXSZ[2023]-ZIB021 UTime Limited Grand Cayman, Cayman Islands We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-265907) of UTime Limited of our report dated July 21, 2021, relating to the 2021 consolidated financial statements which appears in the Annual Report to Sharehol |
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| August 8, 2023 |
Exhibit 13.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifie |
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| August 8, 2023 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hengcong Qiu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| August 8, 2023 |
Exhibit 4.69 Notice In order to protect your interests, please read the following precautions carefully before signing the Contract: I. You already have the legal knowledge of bank loans and guarantees. II. You have read all the terms and conditions of this Contract and know their meanings. China Resources Bank of Zhuhai has fully presented and explained the terms and conditions of this Contract t |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Perio |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001- 40306 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of princ |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001- 40306 UTime Limited (Registrant’s name) 7th Floor, Building 5A Shenzhen Software Industry Base Nanshan District, Shenzhen, 518061 People’s Republic of China (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number 001-40306 UTIME LIMITED (Translation of registrant’s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’ |
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| March 30, 2023 |
UTime Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 UTime Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency NEW YORK, MARCH 30, 2023 (GLOBE NEWSWIRE) - UTime Limited (“UTime” or the “Company”) (Nasdaq: UTME), a mobile device manufacturing company committed to providing cost effective products and solutions to consumers globally and helping low-income individuals from established and emerging markets, have better acces |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended September 30, 2022 Commission File Number 001-40306 UTIME LIMITED (Translation of registrant’s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District S |
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| March 24, 2023 |
Exhibit 99.1 UTime Announces Financial Results for The First Six Months of Fiscal Year 2023 NEW YORK, March 24, 2023 (GLOBE NEWSWIRE) - UTime Limited (“UTime” or the “Company”) (Nasdaq: UTME), a mobile device manufacturing company committed to providing cost effective products and solutions to consumers globally and helping low-income individuals from established and emerging markets, have better |
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| February 14, 2023 |
UTME / UTime Limited / Bao Minfei - SCHEDULE 13G Passive Investment SC 13G 1 ea173471-13gbaoutime.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * UTIME LIMITED (Name of Issuer) Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) G9411M108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| October 31, 2022 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the ?Registrant?) on Form 20-F for the year ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the ?Re |
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| October 31, 2022 |
Exhibit 4.48 Guangxi UTime Technology Co., Ltd. Industrial Investment Jiangnan Enterprise Park Workshop Building Lease Contract Contract No.: Lessor (Party A): Nanning Industrial Investment Group Co., Ltd. Lessee (Party B): Guangxi UTime Technology Co., Ltd. Chapter I General Provisions Article I Party B has fully understood the situation of the leased premise before leasing Party A?s premise. In |
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| October 31, 2022 |
Consent of Audit Alliance LLP * EX-15.3 19 f20f2022ex15-3utimelimited.htm CONSENT OF AUDIT ALLIANCE LLP Exhibit 15.3 CONSENT OF Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-265907) of UTime Ltd (the “Company”) of our report dated October 28, 2022, relating to the Company’s consolidated financial statements which appears |
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| October 31, 2022 |
Exhibit 4.53 Maximum Guarantee Maximum Guarantee Agreement Page 1 of 11 Maximum Guarantee Maximum Guarantee Agreement Agreement No.: P.Y. Shen Zhen E Bao Zi 2021 No. CONT20211111000000179939 Party A (Creditor): Ping An Bank Co., Ltd. Shenzhen Branch Domicile (address): No.1099 Shennan Middle Road, Futian District, Shenzhen Legal Representative (person-in-charge): Yang Zhiqun Tel.: 95511 Contact Pe |
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| October 31, 2022 |
Exhibit 4.55 Agreement No.: SZCBL-20220311 Purchase Agreement Supply and Installation Agreement of Production Line and Equipment Agreement No.: SZCBL-20220311 Agreement Purchase Agreement Name: Supply and Installation Agreement Project Site: Building A5, Production and Investment (Jiangnan) Enterprise Park, No.12 Xiajin Road, Jiangnan Autonomous Region, Nanning City, Guangxi Zhuang Autonomous Regi |
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| October 31, 2022 |
Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act* Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Shibin Yu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac |
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| October 31, 2022 |
Exhibit 4.47 COMMERCIAL RELATIONSHIP Contract ENTERED INTO BY IMPULSORA DE MERCADOS DE M?XICO, S.A. DE C.V., REPRESENTED BY MR. GERARDO GUERRERO GUAJARDO, HEREINAFTER REFERRED TO AS ?THE CLIENT?, AND GESOPER, S. DE R.L. DE C.V., REPRESENTED BY MR. NORMAN FRANCIS WRAY FRANCO, HEREINAFTER REFERRED TO AS ?THE SUPPLIER?, TO WHICH Contract THE PARTIES AGREE TO BE BOUND BY THE FOLLOWING DECLARATIONS AND |
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| October 31, 2022 |
Exhibit 4.54 Jiangsu Suning Bank Small Business Loan Agreement Agreement No.: 20220614143539022019 Borrower (Party A): (The Borrower is a legal person or other organization) Name: Shenzhen United Time Technology Co., Ltd. Unified Social Credit Code: 914403006766520412 Legal Representative or Main Person in Charge: Bao Minfei Business License Address: Area A, Building 5, Shenzhen Software Industry |
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| October 31, 2022 |
Exhibit 4.50 Contract No.: B.Y. (2021) [Integrated Business Division III] L.Z.J.Z. No. ???? Loan Contract of Liquid Capital in RMB (Company) The Borrower: Shenzhen United Time Technology Co., Ltd. Legal Representative or Authorized Agent: Bao Minfei Address: 702, Block A, Building 5, Software Industry Base, Xuefu Road, Nanshan District, Shenzhen City Tel.: 13805729242 The Lender: Shenzhen Nanshan |
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| October 31, 2022 |
Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act* Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Minfei Bao, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fa |
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| October 31, 2022 |
Exhibit 13.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the ?Registrant?) on Form 20-F for the year ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), the undersigned certifie |
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| October 31, 2022 |
Exhibit 4.49 ???? Procurement Agreement ????????Party A?Guangxi Utime Technology Co., Ltd ????????Party B: P.J. Advisory Company Limited ?????????????????????????????????????? ??????????????????????????????? According to the contract law of the People's Republic of China, Party A and Party B have reached the following agreement on a batch of equipment purchased by Party A from Party B through frie |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1 |
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| October 31, 2022 |
Exhibit 4.45 The Onerous and Partial Transfer Contract of GESOPER LLC, represented by Mr. NORMAN FRANCIS WRAY FRANCO, hereinafter referred to as the ?Transferor?, and the other party hereto, UTIME Technology (HK) Company Limited, represented by WILBERG ROGELIO GERARDO GARC ?A HERES, hereinafter referred to as the ?Transferee?, is signed pursuant to the following statements and terms: Statement I. |
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| October 31, 2022 |
Exhibit 4.51 Credit Line Agreement No.: B.Y. (2021) [Integrated Business Division III] S.X.Z. No. 0804001 Applicant Shenzhen United Time Technology Co., Ltd. Credit Grantor Shenzhen Nanshan Baosheng County Bank Co., Ltd. Type of ID Card Unified Social Credit Code Type of ID Card Unified Social Credit Code ID No. 914403006766520412?? ID No. 914403005700333066 Legal Representative /Authorized Repres |
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| October 31, 2022 |
Exhibit 4.46 The Share Transfer Contract (the ?Contract?) is signed by JOSE JULIO SEDANO ARZOLA by his own personal rights, hereinafter referred to as the ?Seller?, and by GESOPER LLC, represented by JAE BOK LEE, hereinafter referred to as the ?Buyer?, who will collectively be referred to as the ?Parties? in accordance with the following statements and terms: Statement I. The Seller declares in hi |
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| October 31, 2022 |
Exhibit 4.52 Credit Line Agreement Page 1 of 18 Credit Line Contract Credit Line Agreement Agreement No.: P.Y. Shen Zhen Zong Zi 2021 No. CONT20211111000000179939 Party A(Credit Grantor): Ping An Bank Co., Ltd. Shenzhen Branch Domicile (address): No.1099 Shennan Middle Road, Futian District, Shenzhen Legal representative (person-in-charge): Yang Zhiqun Tel.: 95511 Contact person: \ Sector: \ Posit |
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| October 31, 2022 |
EX-15.2 18 f20f2022ex15-2utimelimited.htm CONSENT OF BDO CHINA SHU LUN PAN CERTIFIED PUBLIC ACCOUNTANTS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UTime Limited Grand Cayman, Cayman Islands We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-265907) of our report da |
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| August 31, 2022 |
Exhibit 99.1 August 31, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the Form 6-K for the event that occurred on August 29, 2022, to be filed by our former client, UTime Limited on August 31, 2022. We agree with the statements set forth therewithin, insofar as they relate to our Firm. Very truly yours, /s/BDO China Shu Lun P |
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| August 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13A-16 OR 15D-16 of The Securities Exchange Act of 1934 For the month of August 2022 Commission File Number 001-40306 UTime Limited (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, Peo |
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| August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13A-16 OR 15D-16 of The Securities Exchange Act of 1934 For the month of August 2022 Commission File Number 001-40306 UTime Limited (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, Peo |
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| August 24, 2022 |
Exhibit 99.1 UTime Limited Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 20-F New York?(PR Newswire), August 24, 2022 ?UTime Limited (NASDAQ: UTME) (?UTime? or the ?Company), a mobile device manufacturing company focused on China and other emerging markets, today announced that it has received a notice (?Notice?) from the Listing Qualifications Department ( |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Perio |
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| June 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) UTIME LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares Rule 457(c) and Rule 457 (h) 10,000,000 (2) $ 1. |
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| June 29, 2022 |
UTime Limited 2022 Performance Incentive Plan Exhibit 99.1 UTime Limited 2022 Performance Incentive Plan 1. PURPOSE OF PLAN The purpose of this 2022 Performance Incentive Plan (this ?Plan?) of UTime Limited, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), is to promote the success of the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, mot |
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| June 29, 2022 |
As filed with the Securities and Exchange Commission on June 29, 2022 As filed with the Securities and Exchange Commission on June 29, 2022 Registration No. |
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| June 28, 2022 |
Our ref MUL/739304-000001/63204779v2 Exhibit 99.1 Our ref MUL/739304-000001/63204779v2 The Nasdaq Stock Market LLC Listing Qualifications 805 King Farm Blvd. Rockville, Maryland 20850 United States of America 22 June 2022 UTime Limited We act as legal counsel to UTime Limited (the "Company") for matters of Cayman Islands law only. We understand from the Company?s legal counsel as to matters of United States law that: (A) Nasdaq Marke |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Section 13A-16 OR 15D-16 of The Securities Exchange Act of 1934 For the month of June 2022 Commission File Number 001-40306 UTime Limited (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, Peopl |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number 001-40306 UTIME LIMITED (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s |
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| May 27, 2022 |
UTime Limited Announces Appointment of Weiyuan Wang to Board of Directors Exhibit 99.2 UTime Limited Announces Appointment of Weiyuan Wang to Board of Directors SHENZHEN, CHINA, Friday, May 27, 2022 ? UTime Limited (NASDAQ: UTME) (?UTime?), a mobile device manufacturing company focused on China and other emerging markets, today announced that the company?s Board of Directors has appointed Weiyuan Wang to the Board. Mr. Wang will serve as an independent Board member and |
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| May 27, 2022 |
Exhibit 99.1 UTIME LIMITED 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 May 27, 2022 Weiyuan Wang Room 202, Suite2 West Building1 Huayuanxincun Community, Xihu District, Hangzhou PRC Re: Director Offer Letter Dear Mr. Wang: UTime Limited, a Cayman Islands exempted company (the ?Company?), is pleased to offer you a position as |
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| March 30, 2022 |
UTime Announces Financial Results for The First Six Months of Fiscal Year 2022 Exhibit 99.1 UTime Announces Financial Results for The First Six Months of Fiscal Year 2022 Shenzhen, China, March 30, 2022/PRNewswire/ - UTime Limited (?UTime? or the ?Company?) (Nasdaq: UTME), a mobile device manufacturing company committed to providing cost effective products and solutions to consumers globally and helping low-income individuals from established and emerging markets, have bette |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months ended September 30, 2021 Commission File Number 001-40306 UTIME LIMITED (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District S |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number 001-40306 UTIME LIMITED (Translation of registrant?s name into English) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, Peopl |
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| October 6, 2021 |
Exhibit 10.2 Tel: (86) 755 86512266 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 UTime Announces Plans to Build Smart Telecom Device Production Base in Nanning, China NEW YORK, NY, October 6, 2021/PRNewswire/ - UTime Limited (?UTime? or the ?Company?) (Nasdaq: UTME) announced that on October 6, 2021, the People?s Government of |
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| October 6, 2021 |
Exhibit 10.1 Smart Telecommunication Terminal Production Line Project in Jiangnan District of Nanning City (Phase I) Investment Agreement [Unofficial English Translation] The Parties to the Agreement: People?s Government of Jiangnan District in Nanning City United Time Technology Co., Ltd. Jiangnan District, Nanning City, Guangxi Zhuang Autonomous Region October 2021 To accelerate the agglomeratio |
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| July 22, 2021 |
Exhibit 4.42 No.: 2021 L.D.L.D. Working Capital Loan Contract [Unofficial English Translation] Bank of Communications Co., Ltd. Ref: Working Capital Loan Contract Important Tips The Borrower shall read the full text of the Contract carefully, especially the clauses marked with ??. In case of any doubt, please ask the Lender for clarification in time. In view of the Borrower?s application to the Le |
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| July 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 1 |
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| July 22, 2021 |
Exhibit 13.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifie |
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| July 22, 2021 |
Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act* Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Minfei Bao, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fa |
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| July 22, 2021 |
Amended and Restated Memorandum and Article of Association* Exhibit 1.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman UTime Limited (ROC #343571) (the ?Company?) TAKE NOTICE that by written resolution of the shareholders of the Company dated 6 April 2021, and effective on 6 April 2021 the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Association I |
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| July 22, 2021 |
Exhibit 4.43 |
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| July 22, 2021 |
Exhibit 2.1 DESCRIPTION OF SHARE CAPITAL We are a Cayman Islands company and our affairs are governed by our amended and restated memorandum and articles of association and the Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below. Our authorized share capital consists of 140,000,000 ordinary shares, par value $0.0001 per share, and 10,000,000 preferred |
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| July 22, 2021 |
Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act* Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Shibin Yu, certify that: 1. I have reviewed this annual report on Form 20-F of UTime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac |
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| July 22, 2021 |
Exhibit 4.45 Green Line of Credit Supplementary Agreement Ref: [Unofficial English Translation] Important Tips Party A is requested to carefully read the full text of this Supplementary Agreement, especially the terms marked with ??. In case of any doubt, please timely submit it to Party B for explanation. Party A: United Time Technology Co., Ltd. Legal Representative (Person in Charge): Bao Minfe |
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| July 22, 2021 |
Exhibit 4.47 Contract No.: 001202021K00272 Liandai Technology (Sales Department) Credit Contract [Unofficial English Translation] Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Column of Parties to the Contract: Credit Grantor (Lender): Shenzhen Rural Commercial Bank Longhua Sub-branch Legal Representative/Person in Charge: Liu Yachun Addres |
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| July 22, 2021 |
Exhibit 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of UTime Limited (the “Registrant”) on Form 20-F for the year ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Re |
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| July 22, 2021 |
Exhibit 4.46 Contract No.: 001202021K00272 Liandai Technology (Sales Department) Credit Contract [Unofficial English Translation] Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Column of Parties to the Contract: Credit Grantor (Lender): Shenzhen Rural Commercial Bank Longhua Sub-branch Legal Representative/Person in Charge: Liu Yachun Addres |
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| July 22, 2021 |
Exhibit 4.48 Contract No.: 001202021K0027201B Liandai Technology (Sales Department) Maximum Mortgage Contract [Unofficial English Translation] Shenzhen Rural Commercial Bank Column of Parties to the Contract: Credit Grantor (Mortgagee): Shenzhen Rural Commercial Bank Longhua Sub-branch Legal Representative/Person in Charge: Liu Yachun Address: No. 1003, Minzhi Avenue, Longhua District, Shenzhen Te |
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| July 22, 2021 |
Exhibit 4.44 No.: 2021 L.D.B.Z. Guarantee Contract [Unofficial English Translation] Bank of Communications Co., Ltd. Ref: Guarantee Contract Important Tips The Guarantor shall read the full text of the Contract carefully, especially the clauses marked with ??. In case of any doubt, please ask the Creditor for clarification in time. To guarantee the realization of all creditor?s rights under the Ma |
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| April 13, 2021 |
UTime Limited Announces Pricing of Initial Public Offering EX-99.1 3 ea139454ex99-1utimelimited.htm PRESS RELEASE, DATED APRIL 6, 2021 Exhibit 99.1 UTime Limited Announces Pricing of Initial Public Offering April 6, 2021 NEW YORK- (PR Newswire) - UTime Limited (“UTime” or the “Company”) (Nasdaq: UTME), a mobile device manufacturing company committed to providing cost effective products and solutions to consumers globally, today announced the pricing of it |
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| April 13, 2021 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-40306 UTime Limited (Registrant?s Name) 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 5180 |
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| April 13, 2021 |
Underwriting Agreement, dated April 6, 2021, by and between the Company and Boustead Securities, LLC Exhibit 1.1 UNDERWRITING AGREEMENT April 6, 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, UTime Limited, a company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), hereby confirms its agreement (this ?Agreement?) with the several underwriter |
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| April 7, 2021 |
3,750,000 Ordinary Shares UTime Limited PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-237260 3,750,000 Ordinary Shares UTime Limited This is the initial public offering of ordinary shares of UTime Limited, a Cayman Islands exempted company. We are offering 3,750,000 of our ordinary shares in a firm commitment underwritten public offering. Prior to this offering, there has been no public market for our ordinary shares. |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 UTime Limited (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7th Flo |
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| April 1, 2021 |
April 1, 2021 VIA EDGAR Jay Ingram U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: UTIME Limited Registration Statement on Form F-1 Initially filed March 18, 2020, as amended File No. 333-237260 Dear Mr. Ingram: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the ?Securities Act |
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| April 1, 2021 |
UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 April 1, 2021 VIA EDGAR Jay Ingram U. |
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| March 31, 2021 |
Representation under Item 8.A.4 of Form 20-F Exhibit 99.7 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 March 31, 2021 VIA EDGAR Jay Ingram U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: UTime Limited Amendment No. 9 to Registration Statement on Form F-1 Filed March 31 |
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| March 31, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Islan |
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| March 30, 2021 |
As filed with the Securities and Exchange Commission on March 30, 2021. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Islan |
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| March 30, 2021 |
Representation under Item 8.A.4 of Form 20-F EX-99.7 2 ea138623ex99-7utime.htm REPRESENTATION UNDER ITEM 8.A.4 OF FORM 20-F Exhibit 99.7 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 March 30, 2021 VIA EDGAR Jay Ingram U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: UTi |
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| March 30, 2021 |
Limited Proposed Ticker Symbol: UTME NASDAQ IPO ? COMPANY PRESENTATION ISSUER FREE WRITING PROSPECTUS DATED 03/30/2021 FILED PURSUANT TO RULE 433 REGISTRATION STATEMENT NO. |
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| March 18, 2021 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, UTime Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several under |
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| March 18, 2021 |
As filed with the Securities and Exchange Commission on March 18, 2021. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Islan |
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| February 24, 2021 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR February 24, 2021 U. |
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| February 24, 2021 |
As filed with the Securities and Exchange Commission on February 24, 2021. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Is |
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| January 25, 2021 |
Exhibit 10.36 Contract No.: H.Y. (2020) S.Z.Zi (TUO YI) No. 108 General Credit Agreement (Corporate Business) [Unofficial English Translation] China Resources Bank of Zhuhai Co., Ltd. February 2020 Version 1 General Credit Agreement Credit Receiver: United Time Technology Co., Ltd. (hereinafter referred to as “Party A”) Credit Grantor: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch (here |
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| January 25, 2021 |
As filed with the Securities and Exchange Commission on January 22, 2021. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Isl |
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| January 25, 2021 |
EX-10.42 10 ff12020a5ex10-42utimeltd.htm ENGLISH TRANSLATION OF AGREEMENT ON MAXIMUM AMOUNT GUARANTEE FOR FACTORING AGREEMENT, DATED NOVEMBER 17, 2020, BY AND BETWEEN MINFEI BAO AND TCL COMMERCIAL FACTORING (SHENZHEN) COMPANY LIMITED Exhibit 10.42 Maximum Amount Guarantee Contract (Applicable to third-party guarantee) [Unofficial English Translation] No.: BL-ZGEBZ-2020-180 Party A (Creditor): TCL |
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| January 25, 2021 |
EX-10.41 9 ff12020a5ex10-41utimeltd.htm ENGLISH TRANSLATION OF AGREEMENT ON MAXIMUM AMOUNT GUARANTEE FOR FACTORING AGREEMENT, DATED NOVEMBER 17, 2020, BY AND BETWEEN GUIZHOU UNITED TIME TECHNOLOGY CO., LTD. AND TCL COMMERCIAL FACTORING (SHENZHEN) COMPANY LIMITED Exhibit 10.41 Maximum Amount Guarantee Contract (Applicable to third-party guarantee) [Unofficial English Translation] No.: BL-ZGEBZ-2020 |
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| January 25, 2021 |
Form of Representative’s Warrants Exhibit 4.1 Form of Representative’s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| January 25, 2021 |
Exhibit 10.38 Contract No.: H. Y. (2020) S. E. B. Zi (TUO YI) No.100 Maximum Amount Guarantee Contract (Corporate Business) [Unofficial English Translation] China Resources Bank of Zhuhai Co., Ltd. February 2020 Version 1 Maximum Amount Guarantee Contract Creditor: China Resources Bank of Zhuhai Co., Ltd. Shenzhen Branch Guarantor: Bao Minfei Guarantor: Ping Qiuzi Guarantor: Guizhou United Time Te |
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| January 25, 2021 |
EX-10.40 8 ff12020a5ex10-40utimeltd.htm ENGLISH TRANSLATION OF FACTORING AGREEMENT, DATED NOVEMBER 18, 2020, BY AND BETWEEN UNITED TIME TECHNOLOGY CO., LTD. AND TCL COMMERCIAL FACTORING (SHENZHEN) COMPANY LIMITED Exhibit 10.40 Domestic Factoring Contract with Recourse [Unofficial English Translation] No.: QT20201118000264181 Applicant: United Time Technology Co., Ltd. (hereinafter referred to as “ |
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| January 25, 2021 |
Exhibit 10.37 Contract No.: H.Y. (2020) S. L.D.Zi (TUO YI) No.101 Working Capital Loan Contract (Corporate Business) [Unofficial English Translation] China Resources Bank of Zhuhai Co., Ltd. February 2020 Version 1 Working Capital Loan Contract This contract is (mark “√” in ☐ if applicable, and mark “X” if not applicable, the same below): ☐ Single business contract that is not within the quota. √ |
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| January 25, 2021 |
EX-10.39 7 ff12020a5ex10-39utimeltd.htm ENGLISH TRANSLATION OF AGREEMENT ON MAXIMUM AMOUNT MORTGAGE FOR CREDIT LINE LOAN, DATED NOVEMBER 13, 2020, BY AND BETWEEN UNITED TIME TECHNOLOGY COMPANY LIMITED AND CHINA RESOURCES BANK OF ZHUHAI CO., LTD. Exhibit 10.39 Contract No.: H. Y. (2020) S. E. D. Zi (TUO YI) No. 100 Maximum Amount Mortgage Contract (Corporate Business) [Unofficial English Translatio |
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| January 25, 2021 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2021 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, UTime Limited, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with |
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| September 22, 2020 |
Exhibit 10.11 Agreement No.: 001202018K00153 UTime 600 Credit Agreement [Unofficial English Translation] Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Column of Parties to the Agreement: Credit Grantor (Lender): Longhua Sub-branch of Shenzhen Rural Commercial Bank Legal Representative/Person in Charge: Yachun Liu Address: No.1003, Minzhi Av |
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| September 22, 2020 |
Exhibit 10.10 Agreement No.: 001202018K00152 UTime 200 Credit Agreement [Unofficial English Translation] Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Parties to the Agreement: Credit Grantor (Lender): Longhua Sub-branch of Shenzhen Rural Commercial Bank Legal Representative/Person in Charge: Liu Yachun Address: No.1003, Minzhi Avenue, Long |
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| September 22, 2020 |
As filed with the Securities and Exchange Commission on September 21, 2020. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman I |
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| September 22, 2020 |
Form of Representative’s Warrants Exhibit 4.1 Form of Representative’s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| September 22, 2020 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, UTime Limited, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with |
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| September 21, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR September 21, 2020 U. |
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| September 11, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR September 11, 2020 U. |
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| August 20, 2020 |
Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF UTime Limited (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF UTime Limited (adopted by sp |
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| August 20, 2020 |
Exhibit 10.33 Maximum Amount Guarantee Contract (Applicable to third-party guarantee) [Unofficial English Translation] No.: BL-ZGEBZ-2020-099 Party A (Creditor): TCL Commercial Factoring (Shenzhen) Co., Ltd. Legal Representative: Li Jian Address: F37, Pearl River Tower, No.15 Zhujiang West Road, Tianhe District, Guangzhou, Guangdong Province Party B (Guarantor): United Time Technology Co., Ltd. Un |
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| August 20, 2020 |
Exhibit 10.34 Maximum Amount Guarantee Contract (Applicable to third-party guarantee) [Unofficial English Translation] No.: BL-ZGEBZ-2020-098 Party A (Creditor): TCL Commercial Factoring (Shenzhen) Co., Ltd. Legal Representative: Li Jian Address: F37, Pearl River Tower, No.15 Zhujiang West Road, Tianhe District, Guangzhou, Guangdong Province Party B (Guarantor): Bao Minfei Unified social credit co |
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| August 20, 2020 |
Exhibit 10.32 Domestic Factoring Contract with Recourse [Unofficial English Translation] No.: QT20200717000098985 Applicant: Guizhou United Time Technology Co., Ltd. (hereinafter referred to as ?Party A?). Address: No. 4 Workshop in Industrial Park of Xinpu Economic Development Zone (Xinpu New District), Zunyi, Guizhou. Legal Representative: Bao Minfei Tel.:18682422090 Factoring Agent: TCL Commerc |
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| August 20, 2020 |
Consent of Vaish Associates Advocates Exhibit 99.6 Corporate, Tax and Business Advisory Firm 1st, 9th & 11th Floor, Mohan Dev Building, 13, Tolstoy Marg, New Delhi - 110001, India Tel: +91 11 424 92 525 Fax: +91 11 233 20 484 [email protected] CONSENT LETTER Date: August 19, 2020 To, UTime Limited, Grand Cayman, Cayman Islands Dear Sir/ Ma?am, We understand that UTime Limited has filed a Registration Statement on Form F-1 (File No. 3 |
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| August 20, 2020 |
As filed with the Securities and Exchange Commission on August 19, 2020. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Isla |
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| August 20, 2020 |
Exhibit 10.35 Office Lease Contract [Unofficial English Translation] Lessor: Shenzhen Fumeibang Technology Co., Ltd. (hereinafter referred to as Party A) Legal Representative: Zhou Junlin Lessee: United Time Technology Co., Ltd. (hereinafter referred to as Party B) Legal Representative: Bao Minfei In accordance with the Contract Law of the People's Republic of China and the relevant laws and regul |
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| August 19, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR August 19, 2020 U. |
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| July 31, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR July 31, 2020 U. |
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| June 25, 2020 |
Exhibit 5.3 Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 June 24, 2020 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 Re: Registration Statement of UTime Limited Ladies and Gentlemen: We have acted as United States counsel to UTime Limited, a Cayman Islands exempted company (the “Co |
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| June 25, 2020 |
Exhibit 10.27 This Share Repurchase Agreement is made on 29 April 2020. Between: (1) UTime Limited, an exempted company incorporated under the laws of the Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Grandsky Phoenix Limited and HMercury Capital Limited (together, the “Shareholders”). Whereas: (A) The Shareho |
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| June 25, 2020 |
As filed with the Securities and Exchange Commission on June 24, 2020. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Island |
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| June 25, 2020 |
Exhibit 10.31 Debt Transfer Agreement [Unofficial English Translation] Party A: BRIDGETIME LIMITED (Transferor) Party B: Minfei Bao (Creditor) Party C: UTIME LIMITED (Transferee) Whereas, 1. As of March 31, 2019, the balance due to Party B from Party A is US$984,000. By consensus of the Parties, Party A, Party B and Party C agree as follows: I. Party C agrees to assume the debt of US$984,000 owed |
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| June 25, 2020 |
Exhibit 10.30 Debt Offset Agreement [Unofficial English Translation] Party A: UTime Technology (HK) Co., Ltd. Party B: Minfei Bao Party C: UTime Limited Whereas, 1. As of March 31, 2019, the balance due to Party A from Party B is US$938,455.46. 2. As of March 31, 2019, the balance due to Party B from Party C is US$984,000.00. By the consents of the Parties, in connection with debt offset, Party A, |
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| June 25, 2020 |
Exhibit 10.29 Debt Offset Agreement by and between United Time Technology Co., Ltd. and Its Shareholder [Unofficial English Translation] Party A: United Time Technology Co., Ltd. Legal Representative: Minfei Bao Address: Floor 7, Block 5A, Software Industry Base, Nanshan District, Shenzhen City Party B (Shareholder): Minfei Bao ID Number: 510402197304140958 Article 1: Credits and Debts As of March |
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| June 25, 2020 |
Exhibit 10.28 Loan Agreement by and between United Time Technology Co., Ltd. and Its Shareholder [Unofficial English Translation] Party A (Borrower/Company): United Time Technology Co., Ltd. Legal Representative: Minfei Bao Address: Floor 7, Block 5A, Software Industry Base, Nanshan District, Shenzhen City Party B (Lender/Shareholder): Minfei Bao ID Number: 510402197304140958 WHEREAS, Party B is t |
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| June 25, 2020 |
Consent of Vaish Associates Advocates Exhibit 99.7 Corporate, Tax and Business Advisory Firm 1st, 9th & 11th Floor, Mohan Dev Building, 13, Tolstoy Marg, New Delhi - 110001, India Tel: +91 11 424 92 525 Fax: +91 11 233 20 484 [email protected] CONSENT LETTER Date: June 24, 2020 To, UTime Limited, Grand Cayman, Cayman Islands Dear Sir/ Ma’am, We understand that UTime Limited has filed a Registration Statement on Form F-1 (File No. 333 |
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| June 24, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR June 24, 2020 U. |
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| June 2, 2020 |
Exhibit 5.3 Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 June 2, 2020 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 Re: Registration Statement of UTime Limited Ladies and Gentlemen: We have acted as United States counsel to UTime Limited, a Cayman Islands exempted company (the “Com |
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| June 2, 2020 |
Form of Representative’s Warrants Exhibit 4.1 Form of Representative’s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| June 2, 2020 |
Form of Indemnification Escrow Agreement Exhibit 10.18 INDEMNIFICATION ESCROW AGREEMENT THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2020 is entered into by and among UTime Limited (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”). WITNESSETH: WHEREAS, the Company is offering (the “Offering”), on a firm commitment basis, [●] ordinary shares of the |
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| June 2, 2020 |
EX-10.14 10 ff12020a1ex10-14utimeltd.htm ENGLISH TRANSLATION OF FACTORY LEASE AGREEMENT, DATED SEPTEMBER 1, 2017, BY AND BETWEEN GUIZHOU UNITED TIME TECHNOLOGY CO., LTD. AND GUIZHOU JIETONGDA TECHNOLOGY CO., LTD. Exhibit 10.14 Factory Lease Agreement [Unofficial English Translation] Contract No.: JTDLD2017090102 Lessor (hereinafter referred to as Party A): Guizhou Jietongda Technology Co., Ltd. Le |
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| June 2, 2020 |
Exhibit 10.9 China Construction Bank RMB Credit Line Loan Agreement [Unofficial English Translation] Agreement No.: H TZ442000000C N ED 201900005 The Borrower (Party A): United Time Technology Co., Ltd. Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City Postal Code: 518000 Legal Representative (Person in Charge): Bao Minfei Fax:/1 Tel: 0755-86512180 The Lend |
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| June 2, 2020 |
Form of Indemnification Agreement between the Registrant and its officers and directors Exhibit 10.19 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective on May [], 2020 by and between UTime Limited, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director of the Company; and WHEREAS, in recognit |
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| June 2, 2020 |
Exhibit 10.23 Guarantee Agreement by Natural Person for Credit Line Loan [Unofficial English Translation] Contract No.: B. 2020 E. 17609 Q.H.-1 Guarantor (Party A): Bao Minfei Address: No.16, Baisha Futing, Xingzhou Garden, Xihu District, Hangzhou City Name and Number of Certificate: Citizen ID Card: 510402197304140958 Postal Code: 518000 Fax: Blank Tel.:13805729242 Creditor (Party B): Shenzhen Br |
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| June 2, 2020 |
Exhibit 10.15 Supplemental Factory Lease Agreement [Unofficial English Translation] Contract No.: JTDLD2019083101 Lessor (Party A): Guizhou Jietongda Technology Co., Ltd. Legal Representative: Yu Jifang Unified Social Credit Code: 91520390MA6DN50RX4 Lessee (Party B): Guizhou United Time Technology Co., Ltd. Legal Representative: Bao Minfei Unified Social Credit Code: 91520390MA6DN53F01 Whereas, Pa |
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| June 2, 2020 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, UTime Limited, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with |
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| June 2, 2020 |
Exhibit 10.22 Guarantee Agreement for Credit Line Loan [Unofficial English Translation] Contract No.: B. 2020 E. 17609 Q.H.-3 Guarantor (Party A): Guizhou United Time Technology Co., Ltd. Address: No. 4 Factory, Supporting Industrial Park, Xinpu Economic Development District, Xinpu New District, Zunyi City, Guizhou Province Legal Person (Person in Charge): Bao Minfei Postal Code: 518000 Fax: Blank |
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| June 2, 2020 |
Exhibit 10.24 Guarantee Agreement by Natural Person for Credit Line Loan [Unofficial English Translation] Contract No.: B.2020 E.17609 Q.H.-2 Guarantor (Party A): Ping Qiuzi Address: No.16, Baisha Futing, Xingzhou Garden, Xihu District, Hangzhou City Name and Number of Certificate: Citizen ID Card: 330702198608251240 Postal Code: 518000 Fax: Blank Tel: Blank Creditor (Party B): Shenzhen Branch of |
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| June 2, 2020 |
Exhibit 10.25 Agreement on Maximum Amount Mortgage for Credit Line Loan [Unofficial English Translation] Contract No.: D.2020 E.17609 Q.H. Borrower (Party A): United Time Technology Co., Ltd. Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City Postal Code: 518000 Legal Representative (Person in Charge): Bao Minfei Fax: Blank Tel.: 0755-86512180 Mortgagee (Par |
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| June 2, 2020 |
Exhibit 10.26 Agreement on Maximum Accounts Receivable Pledge for Credit Line Loan [Unofficial English Translation] Contract No.: Z.2020 E.17609 Q.H. Pledgor (Party A): United Time Technology Co., Ltd. Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City Legal Representative (Person in Charge): Bao Minfei Postal Code:518000 Fax: This column is blank Tel.:0755- |
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| June 2, 2020 |
Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF UTime Limited (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF UTime Limited (adopted by sp |
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| June 2, 2020 |
Exhibit 10.21 Contract for Credit Line Loan [Unofficial English Translation] Contract No.: J.2020 E.17609 Q.H. Borrower (Party A): United Time Technology Co., Ltd. Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City Postal Code: 518000 Legal Representative (Person in Charge): Bao Minfei Fax: Blank Tel.: 0755-86512180 Lender (Party B): Shenzhen Branch of China |
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| June 2, 2020 |
As filed with the Securities and Exchange Commission on June 2, 2020. Registration No. 333-237260 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Islands |
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| June 2, 2020 |
Representation under Item 8.A.4 of Form 20-F Exhibit 99.6 UTime Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People’s Republic of China 518061 June 2, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Russell Mancuso Re: UTime Limited Amendment No. 1 to Registration Statement on Form F-1 |
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| June 2, 2020 |
UTIME Limited 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 VIA EDGAR June 2, 2020 U. |
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| March 18, 2020 |
Exhibit 10.12 Office Lease Agreement Lessor: Shenzhen Buta Entertainment Co., Ltd. (hereinafter referred to as ?Party A?) Legal Representative: Junlin Zhou Lessee: United Time Technology Co., Ltd. (hereinafter referred to as ?Party B?) Legal Representative: Minfei Bao According to the Agreement Law of the People?s Republic of China and relevant laws and regulations, Party A and Party B enter into |
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| March 18, 2020 |
Exhibit 10.11 Agreement No.: 001202018K00153 UTime 600 Credit Agreement Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Column of Parties to the Agreement: Credit Grantor (Lender): Longhua Sub-branch of Shenzhen Rural Commercial Bank Legal Representative/Person in Charge: Yachun Liu Address: No.1003, Minzhi Avenue, Longhua District, Shenzhen |
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| March 18, 2020 |
Exhibit 10.18 Purchase and Sale Agreement Agreement No.: JTDLD20180302 Purchaser: United Time Technology Co., Ltd. Supplier: Guizhou Jietongda Technology Co., Ltd. Purchase Contents: One Batch of Equipment Place of Signing: Nanshan District, Shenzhen Purchaser: United Time Technology Co., Ltd. (hereinafter referred to as ?Party A?) Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan |
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| March 18, 2020 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by UTime Limited, of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of UTime Limited, in the R |
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| March 18, 2020 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by UTime Limited, of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of UTime Limited, in the R |
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| March 18, 2020 |
Exhibit 10.4 Second Amended and Restated Equity Pledge Agreement This Second Amended and Restated Equity Pledge Agreement (this ?Agreement?) is entered into in Shenzhen, the People?s Republic of China (the ?PRC?) on September 4, 2019, by and among the following Parties: 1. Shareholder A: Minfei Bao Identification Card No.: 510402197304140958 2. Shareholder B: Min He Identification Card No.: 330724 |
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| March 18, 2020 |
Amended and Restated Power of Attorney, dated September 4, 2019, executed by Min He. Exhibit 10.6 Amended and Restated Power of Attorney The undersigned, Mei He, a citizen of the People?s Republic of China (the ?PRC?) with Identification Card No. of 510402197304140958, the shareholder of 3.05% of the equity interests of United Time Technology Company Limited (the ?Company?), hereby irrevocably authorizes Shenzhen UTime Technology Consulting Co., Ltd. (the ?WFOE?) or any natural pe |
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| March 18, 2020 |
Memorandum and Articles of Association of the Registrant, as currently in effect Exhibit 3.1 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF UTime Limited THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF UTime Limited 1 The name of the Company is UTime Limited 2 The Registered Office of the Company shall be at the offices of Maples Corporate |
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| March 18, 2020 |
Exhibit 10.1 Second Amended and Restated Business Operation Agreement This Second Amended and Restated Business Operation Agreement (this ?Agreement?) is entered into in Shenzhen, the People?s Republic of China (the ?PRC?) on September 4, 2019, by and among the following Parties: Party A: Shenzhen UTime Technology Consulting Co., Ltd. Address: Party B: United Time Technology Company Limited Addres |
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| March 18, 2020 |
Powers of Attorney (included on signature page to Registration Statement on Form F-1) As filed with the Securities and Exchange Commission on March 18, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UTime Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Islands 3600 Not Applicable (S |
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| March 18, 2020 |
Form of Code of Ethics of the Registrant Exhibit 99.1 CODE OF ETHICS OF UTIME LIMITED The Board of Directors of UTime Limited (together with its direct and indirect subsidiaries and their respective businesses, the ?Company?) has adopted this Code of Ethics (this ?Code?) to provide value for both our members and stockholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of in |
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| March 18, 2020 |
Exhibit 10.7 Second Amended and Restated Spousal Consent Letter The undersigned, Qiuzi Ping, a citizen of the People?s Republic of China (the ?PRC?) with Identification Card No. of 330702198608251240, is the lawful spouse of Mr. Minfei Bao, a citizen of the PRC with Identification Card No. of 510402197304140958. I hereby unconditionally and irrevocably agree to the execution of the following docum |
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| March 18, 2020 |
VIA EDGAR March 18, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Russell Mancuso Re: UTime Limited Amendment 1 to Draft Registration Statement on Form F-1 Submitted December 23, 2019 CIK 0001789299 Dear Mr. Mancuso: UTime Limited (the ?Corporation,? ?we,? ?our? or ?us?) hereby transmits the Comp |
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| March 18, 2020 |
Exhibit 10.10 Agreement No.: 001202018K00152 UTime 200 Credit Agreement Shenzhen Rural Commercial Bank Shenzhen Rural Commercial Bank Innovating Finance, and Serving Community Parties to the Agreement: Credit Grantor (Lender): Longhua Sub-branch of Shenzhen Rural Commercial Bank Legal Representative/Person in Charge: Liu Yachun Address: No.1003, Minzhi Avenue, Longhua District, Shenzhen City Tel: |
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| March 18, 2020 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by UTime Limited, of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of UTime Limited, in the R |
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| March 18, 2020 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries, Variable Interest Entity, and Subsidiaries of Variable Interest Entity Jurisdiction UTime International Limited Hong Kong Shenzhen UTime Technology Consulting Co., Ltd. People?s Republic of China Bridgetime Limited British Virgin Islands Do Mobile India Private Limited Republic of India United Time Technology Co., Ltd. People?s Republic of China Guizhou United Time Techn |
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| March 18, 2020 |
Second Amended and Restated Power of Attorney, dated September 4, 2019, executed by Minfei Bao. Exhibit 10.5 Second Amended and Restated Power of Attorney The undersigned, Meifei Bao, a citizen of the People?s Republic of China (the ?PRC?) with Identification Card No. of 510402197304140958, the shareholder of 96.95 % of the equity interests of United Time Technology Company Limited (the ?Company?), hereby irrevocably authorizes Shenzhen UTime Technology Consulting Co., Ltd. (the ?WFOE?) or a |
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| March 18, 2020 |
Amended and Restated Spousal Consent Letter, dated September 4, 2019, executed by Min He’s spouse. Exhibit 10.8 Amended and Restated Spousal Consent Letter The undersigned, Qianyun Li, a citizen of the People?s Republic of China (the ?PRC?) with Identification Card No. of 330724198808050046, is the lawful spouse of Mr. Min He, a citizen of the PRC with Identification Card No. of 330724198604175410. I hereby unconditionally and irrevocably agree to the execution of the following documents execut |
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| March 18, 2020 |
China Construction Bank Exhibit 10.9 RMB Credit Line Loan Agreement Agreement No.: H TZ442000000C N ED 201900005 Borrower (Party A): United Time Technology Co., Ltd. Address: 7/F, Block A, Building 5, Software Industry Base, Nanshan District, Shenzhen City Postal Code: 518000 Legal Representative (Person in Charge): Bao Minfei Fax:/ Tel: 0755-86512180 Lender (Party B): Shenzhen Branch of China Con |
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| March 18, 2020 |
Exhibit 10.2 Second Amended and Restated Exclusive Call Option Agreement This Seconnd Amended and Restated Exclusive Call Option Agreement (this ?Agreement?) is entered into in Shenzhen, the People?s Republic of China (the ?PRC?) on September 4, 2019 by and among the following Parties: 1. Shareholder A: Minfei Bao Identification Card No.: 510402197304140958 2. Shareholder B: Min He Identification |
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| March 18, 2020 |
Exhibit 10.3 Exclusive Technical Consultation and Service Agreement This Exclusive Technical Consultation and Service Agreement (this ?Agreement?) is entered into in Shenzhen, the People?s Republic of China (the ?PRC?) on March 19, 2019, by and between the following Parties: Party A: Shenzhen United Time Technology Consulting Co., Ltd. Address: No.11, 13, 15 and A702, Haitian Road, Binhai Communit |
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| March 18, 2020 |
Exhibit 10.14 UTIME LIMITED 7th Floor, Building 5A Shenzhen Software Industry Base, Nanshan District Shenzhen, People?s Republic of China 518061 [ ] [Director Name] [Address] Re: Director Offer Letter Dear : UTime Limited, a Cayman Islands exempted company (the ?Company?), is pleased to offer you a position as a member of its Board of Directors (the ?Board?). We believe your background and experie |
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| March 18, 2020 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by UTime Limited, of the Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of UTime Limited, in the R |
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| March 18, 2020 |
Exhibit 10.13 Machinery and Equipment Lease Agreement Agreement No.: JTDLD2017090101 Party A: Guizhou Jietongda Technology Co., Ltd. (hereinafter referred to as “Lessor”) Party B: Guizhou United Time Technology Co., Ltd. (hereinafter referred to as “Lessee”) According to the Agreement Law of the People’s Republic of China and relevant regulations, in order to clarify the rights and obligations of |
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| March 18, 2020 |
Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of , 2019 (the ?Effective Date?), by and between UTime Limited, a Cayman Islands exempted company (the ?Company?) and , an individual (the ?Executive?). Except with respect to the direct employment of the Executive by the Company, the term ?Company? as used herein with respect to all obligations of t |
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| December 23, 2019 |
VIA EDGAR December 23, 2019 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Russell Mancuso Re: UTime Limited Draft Registration Statement on Form F-1 Submitted October 1, 2019 CIK 0001789299 Dear Mr. Mancuso: UTime Limited (the ?Corporation,? ?we,? ?our? or ?us?) hereby transmits the Company?s response |
