HAPP / Happiness Development Group Ltd - Class A - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Happiness Development Group Ltd - Class A
US ˙ NASDAQ
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
LEI 549300GBRO0XJ6KQYM11
CIK 1751876
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 Happiness Development Group Ltd - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 7, 2025 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ 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 SECURITI

August 4, 2025 EX-12.2

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ling Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue

August 4, 2025 EX-13.1

Certifications Pursuant to 18 U.S.C. Section 1350

EXHIBIT 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Paranovus Entertainment Technology Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for

August 4, 2025 EX-99.1

CONSENT

EXHIBIT 99.1

August 4, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

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

August 4, 2025 EX-12.1

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaoyue Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any u

July 31, 2025 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ 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 ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 30, 2025 EX-10.1

NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 26, 2025 is entered into by and between PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing

June 30, 2025 EX-10.2

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE Effective Date: June 26, 2025 U.S. $300,000.00 FOR VALUE RECEIVED, PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED, a Cayman Islands limited liability company, or its successors or assigns (“Borrower”), promises to pay to Minzhu Xu (“Lender”), $300,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity D

June 30, 2025 6-K

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 June 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 June 2025 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Exec

June 6, 2025 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EXHIBIT 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On February 28, 2025, Paranovus Entertainment Technology Ltd., (“Paranovus” or “the Company”), a holding company incorporated under the laws of the Cayman Islands entered into a Securities Purchase Agreement (the “SPA”) with Bomie Wookoo Inc.(“BW”) and stockholders of BW, to acquire 51% equity interest in BW with an aggregate of $22,4

June 6, 2025 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Ex

June 6, 2025 EX-99.1

INDEX TO COMBINED FINANCIAL STATEMENTS BOMIE WOOKOO INC. AND SUBSIDIARY For The Year Ended March 31, 2024 And 2023 TABLE OF CONTENTS

EXHIBIT 99.1 INDEX TO COMBINED FINANCIAL STATEMENTS BOMIE WOOKOO INC. AND SUBSIDIARY For The Year Ended March 31, 2024 And 2023 TABLE OF CONTENTS Content Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: #6907) F-2 Combined Balance Sheets as of March 31, 2024 and 2023 F-3 Combined Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2024,

June 6, 2025 EX-99.2

INDEX TO INTERIM UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS BOMIE WOOKOO INC. AND SUBSIDIARY

EXHIBIT 99.2 INDEX TO INTERIM UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS BOMIE WOOKOO INC. AND SUBSIDIARY Table of contents Page(s) Unaudited Condensed Combined Balance Sheets as of September 30, 2024 and March 31, 2024 F-2 Unaudited Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended September 30, 2024 and 2023 F-3 Unaudited Condensed Combined Statem

May 30, 2025 6-K

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 May 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 May 2025 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Execu

May 30, 2025 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2024, AND MARCH 31, 2024 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS

EXHIBIT 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2024, AND MARCH 31, 2024 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS Consolidated Financial Statements Pages Consolidated Balance Sheets as of September 30, 2024 and March 31, 2024 (UNAUDITED) F-2 Consolidated

May 30, 2025 EX-10.1

Note Purchase Agreement

EXHIBIT 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of May 30, 2025 is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing a

May 30, 2025 EX-99.2

FORWARD LOOKING STATEMENT

EXHIBIT 99.2 FORWARD LOOKING STATEMENT This Current on Form 6-K filed by Paranovus Entertainment Technology Ltd. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

May 30, 2025 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Exe

May 30, 2025 EX-10.2

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE Effective Date: May 30, 2025 U.S. $200,000.00 FOR VALUE RECEIVED, paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, or its successors or assigns (“Borrower”), promises to pay to Guangrong Ao(“Lender”), $200,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity

May 7, 2025 6-K

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 May 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 May 2025 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Execut

April 24, 2025 EX-99.2

FORWARD LOOKING STATEMENT

EXHIBIT 99.2 FORWARD LOOKING STATEMENT This Current on Form 6-K filed by Paranovus Entertainment Technology Ltd. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

April 24, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal E

April 24, 2025 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2024, AND MARCH 31, 2024 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS

EXHIBIT 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2024, AND MARCH 31, 2024 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS Consolidated Financial Statements Pages Consolidated Balance Sheets as of September 30, 2024 and March 31, 2024 (UNAUDITED) F-2 Consolidated

April 3, 2025 EX-10.1

Note Purchase Agreement

EXHIBIT 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of April 3, 2025 is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing

April 3, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Exe

April 3, 2025 EX-10.2

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE Effective Date: April 3, 2025 U.S. $200,000.00 FOR VALUE RECEIVED, paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, or its successors or assigns (“Borrower”), promises to pay to Guangrong Ao(“Lender”), $200,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity

March 31, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Exe

March 25, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Exe

March 3, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal

March 3, 2025 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

EXHIBIT 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of holders of Class A ordinary shares, par value $0.01 each (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0

March 3, 2025 EX-99.2

1

EXHIBIT 99.2 1 2

March 3, 2025 EX-10.1

SHARE PURCHASE AGREEMENT

EXHIBIT 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is entered into as of February 28, 2025, by and among Paranovus Entertainment Technology Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Buyer”), BOMIE WOOKOO INC., a corporation organized under the laws of New York (the “Company”), and ten stockholders of the Company (e

January 17, 2025 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal E

January 17, 2025 EX-10.2

FORM OF PROMISSORY NOTE

EXHIBIT 10.2 FORM OF PROMISSORY NOTE Effective Date: January 13, 2025 U.S. $450,000.00 FOR VALUE RECEIVED, PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED, a Cayman Islands limited liability company, or its successors or assigns (“Borrower”), promises to pay to Minzhu Xu (“Lender”), $450,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the

January 17, 2025 EX-10.1

FORM OF NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 FORM OF NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of January 13, 2025, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor ar

January 14, 2025 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. 2024 EQUITY INCENTIVE PLAN

EXHIBIT 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. 2024 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incen

January 14, 2025 S-8

As filed with the Securities and Exchange Commission on January 14, 2025

As filed with the Securities and Exchange Commission on January 14, 2025 Registration No.

January 14, 2025 EX-FILING FEES

CALCULATION OF REGISTRATION FEE

EXHIBIT 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, par value $0.

November 26, 2024 EX-1

JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 26, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Beta Vortex Ltd - FORM SC 13G Passive Investment

SC 13G 1 pavssc13g.htm FORM SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Share

November 26, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Tender Grass International Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 26, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Minotaur Hk Ltd - JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of US0.

November 26, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Minotaur Hk Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 26, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Tender Grass International Ltd - JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US0.

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Yosmite Unanimous Investment Ltd - JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Rock Jasper Investment Co Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Fortune Universe Co Ltd - JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US0.

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Tiny Serendipity Co Ltd - JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Wonder Galaxy Investment Ltd - JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Sincere Talent Investment Ltd - JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 EX-1

PAVS / Paranovus Entertainment Technology Ltd. / Rock Jasper Investment Co Ltd - JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Joyful Bright Management Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Vanity Glow Management Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Sincere Talent Investment Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Wonder Galaxy Investment Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Fortune Universe Co Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Yosmite Unanimous Investment Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 EX-1

JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

November 21, 2024 SC 13G

PAVS / Paranovus Entertainment Technology Ltd. / Tiny Serendipity Co Ltd - SC 13G Passive Investment

SC 13G 1 pavssc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Paranovus Entertainment Technology Ltd. (Name of Issuer) Class A Ordinary Shares (Ti

November 21, 2024 EX-1

JOINT FILING AGREEMENT

EX-1 2 pavsex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments

October 9, 2024 424B7

Paranovus Entertainment Technology Ltd. 60,000,000 Class A Ordinary Shares Offered by Selling Shareholders

Filed Pursuant to Rule 424(b)(7) Registration No. 333-282103 Final Prospectus (to Prospectus dated September 13, 2024) Paranovus Entertainment Technology Ltd. 60,000,000 Class A Ordinary Shares Offered by Selling Shareholders This prospectus relates to registration of the resale by certain selling shareholders described herein (the “Selling Shareholders”) of up to an aggregate of 60,000,000 class

October 3, 2024 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal

October 3, 2024 EX-10.2

FORM OF PROMISSORY NOTE

EXHIBIT 10.2 FORM OF PROMISSORY NOTE Effective Date: [ ] U.S. $500,000.00 FOR VALUE RECEIVED, PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED, a Cayman Islands limited liability company, or its successors or assigns (“Borrower”), promises to pay to Minzhu Xu (“Lender”), $500,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Dat

October 3, 2024 EX-10.1

FORM OF NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 FORM OF NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing a

September 25, 2024 CORRESP

Paranovus Entertainment Technology Ltd.

Paranovus Entertainment Technology Ltd. September 25, 2024 Via Edgar Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Mitchell Austin Re: Paranovus Entertainment Technology Ltd. Registration Statement on Form F-3 Filed on September 13, 2024 File No. 333-282103 Dear Mitchell Austin: In accordance with Ru

September 13, 2024 EX-FILING FEES

F-3 (Form Type) Paranovus Entertainment Technology Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 F-3 (Form Type) Paranovus Entertainment Technology 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.

September 13, 2024 F-3

As filed with the Securities and Exchange Commission on September 13, 2024

As filed with the Securities and Exchange Commission on September 13, 2024 Registration No.

August 13, 2024 EX-10.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED 250 Park Avenue, 7th Floor New York, NY 10177

EXHIBIT 10.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED 250 Park Avenue, 7th Floor New York, NY 10177 August 12, 2024 Re: Amended and Restated Chairwoman Offer Letter Dear Ms. Minzhu Xu: Paranovus Entertainment Technology Limited, a Cayman Islands exempt company (the “Company”), offered you a position as the chairwoman of its Board of Directors (the “Board”), starting on April 29, 2024, pursuant t

August 13, 2024 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Ex

August 8, 2024 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue, 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Ex

August 1, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

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

August 1, 2024 EX-4.3

NOTE PURCHASE AGREEMENT

EXHIBIT 4.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of November 9, 2023, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executi

August 1, 2024 EX-11.2

Insider Trading Compliance Manual Paranovus Entertainment Technology Limited Adopted July 31, 2024

EXHIBIT 11.2 Insider Trading Compliance Manual Paranovus Entertainment Technology Limited Adopted July 31, 2024 In order to take on an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors, and other related individuals, the Board of Directors (the “Board”) of Paranovus Entertainment Technology Limited., a Cayman Islands exempt com

August 1, 2024 EX-4.4

PROMISSORY NOTE

EXHIBIT 4.4 PROMISSORY NOTE Effective Date: November 9, 2023 U.S. $750,000.00 FOR VALUE RECEIVED, Paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, (“Borrower”), promises to pay to Guangrong Ao, or his successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Matu

August 1, 2024 EX-13.1

Certifications Pursuant to 18 U.S.C. Section 1350

EXHIBIT 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Paranovus Entertainment Technology Ltd. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for

August 1, 2024 EX-2.2

Description of Securities

EXHIBIT 2.2 Description of Securities Ordinary Shares General. The unissued shares of the Company shall be at the disposal of the Board, under its absolute discretion, at such times and for such consideration and upon such terms and conditions and for any reason, without limitation, but so that no shares shall be issued at a discount to par value. Except as otherwise expressly provided in the reso

August 1, 2024 EX-2.1

EX-2.1

EXHIBIT 2.1

August 1, 2024 EX-99.1

EX-99.1

EXHIBIT 99.1

August 1, 2024 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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, 2024 ☐ 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

August 1, 2024 EX-97.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED THE “COMPANY” COMPENSATION RECOVERY POLICY Effective December 1, 2023

EXHIBIT 97.1 PARANOVUS ENTERTAINMENT TECHNOLOGY 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 Compensati

August 1, 2024 EX-4.7

NOTE PURCHASE AGREEMENT

EXHIBIT 4.7 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of March 12, 2024, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing

August 1, 2024 EX-1.7

THE COMPANIES ACT COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Paranovus Entertainment Technology Ltd. An Exempted Company limited by Shares (Amended and Rested by a Special Resolution dated January 19, 2024)

EXHIBIT 1.7 THE COMPANIES ACT COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Paranovus Entertainment Technology Ltd. An Exempted Company limited by Shares (Amended and Rested by a Special Resolution dated January 19, 2024) 1 NAME The name of the Company is Paranovus Entertainment Technology Ltd.. 2 STATUS The Company is a company limited by shares. 3 REGISTERED O

August 1, 2024 EX-12.2

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ling Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue

August 1, 2024 EX-4.5

NOTE PURCHASE AGREEMENT

EXHIBIT 4.5 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of January 18, 2024, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executi

August 1, 2024 EX-4.8

PROMISSORY NOTE

EXHIBIT 4.8 PROMISSORY NOTE Effective Date: March 12, 2024 U.S. $750,000.00 FOR VALUE RECEIVED, Paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, (“Borrower”), promises to pay to Guangrong Ao, or his successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturi

August 1, 2024 EX-4.6

PROMISSORY NOTE

EXHIBIT 4.6 PROMISSORY NOTE Effective Date: January 18, 2024 U.S. $750,000.00 FOR VALUE RECEIVED, Paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, (“Borrower”), promises to pay to Guangrong Ao, or his successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Matu

August 1, 2024 EX-12.1

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaoyue Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any u

July 23, 2024 EX-10.1

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 17, 2024 by and among Paranovus Entertainment Technology 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 “Purc

July 23, 2024 6-K

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 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 July 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) 250 Park Avenue 7th Floor New York, NY 10177 516-951-9074 (Address of Principal Execu

May 20, 2024 EX-10.2

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE Effective Date: May 20, 2024 U.S. $750,000.00 FOR VALUE RECEIVED, Paranovus Entertainment Technology Limited, a Cayman Islands limited liability company (“Borrower”), promises to pay to Minzhu Xu, or its successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Da

May 20, 2024 EX-10.1

Note Purchase Agreement

EXHIBIT 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of May 20, 2024, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executing

May 20, 2024 6-K

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 May 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 May 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’

May 15, 2024 6-K

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 May 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 May 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’

May 15, 2024 EX-10.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China

EXHIBIT 10.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China May 15, 2024 Re: Director Offer Letter Dear Mr. George Yijian Xu: Paranovus Entertainment Technology Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Bo

May 3, 2024 6-K

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 May 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 May 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’

May 3, 2024 EX-10.1

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 29, 2024 (the “Effective Date”), by and between Paranovus Entertainment Technology Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Ling Guo, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term

May 3, 2024 EX-10.3

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China

EXHIBIT 10.3 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China April 29, 2024 Re: Director Offer Letter Dear Ms. Xiaoyue Zhang: Paranovus Entertainment Technology Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Boa

May 3, 2024 EX-10.4

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China

EXHIBIT 10.4 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China April 29, 2024 Re: Director Offer Letter Dear Ms. Minzhu Xu: Paranovus Entertainment Technology Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as the chairwoman of its Board of Directors (the “B

May 3, 2024 EX-10.2

EMPLOYMENT AGREEMENT

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 29, 2024 (the “Effective Date”), by and between Paranovus Entertainment Technology Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Xiaoyue Zhang, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the

March 14, 2024 EX-10.2

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE Effective Date: March 12, 2024 U.S. $750,000.00 FOR VALUE RECEIVED, ANTELOPE ENTERPRISE HOLDINGS LIMITED, a British Virgin Islands company (“Borrower”), promises to pay to PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED, a Cayman Islands limited liability company, or its successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is twe

March 14, 2024 EX-10.1

NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of March 12, 2024, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are executin

March 14, 2024 6-K

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

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Peopl

January 23, 2024 6-K

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 2024 PARANOVUS ENTERTAINMENT TECHNO

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 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Peo

January 12, 2024 6-K

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 2024 PARANOVUS ENTERTAINMENT TECHNO

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 2024 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Peo

January 12, 2024 EX-99.2

FORWARD LOOKING STATEMENT

Exhibit 99.2 FORWARD LOOKING STATEMENT This Current on Form 6-K filed by Paranovus Entertainment Technology Ltd. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

January 12, 2024 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023, AND MARCH 31, 2023 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS

Exhibit 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2023, AND MARCH 31, 2023 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. TABLE OF CONTENTS Consolidated Financial Statements Consolidated Balance Sheets as of September 30, 2023 and March 31, 2023 (UNAUDITED) F-2 Consolidated Statem

December 5, 2023 EX-99.3

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.3 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “Meeting”) of Paranovus Entertainment Technology Limited (the “Company”) will be held on January 19, at 10:40 a.m., ET, at No. 11,

December 5, 2023 6-K

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 PARANOVUS ENTERTAINMENT TECHN

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Pe

December 5, 2023 EX-99.2

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.2 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of holders of Class A ordinary shares, par value $0.01 each (the “Class A Ordinary Shares”) in the capital of Paranovus Entertainment T

December 5, 2023 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of holders of Class B ordinary shares, par value $0.01 each (the “Class B Ordinary Shares”) in the capital of Paranovus Entertainment T

November 16, 2023 EX-4.5

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (the “Issuer”) (the “Trustee”) Dated as of [●], 2023 Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.5 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 2023 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 Sec

November 16, 2023 EX-4.6

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. Dated as of [●], 2023 Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.6 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 2023 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 T

November 16, 2023 F-3

As filed with the Securities and Exchange Commission on November 16, 2023

As filed with the Securities and Exchange Commission on November 16, 2023 Registration No.

November 16, 2023 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Paranovus Entertainment Technology Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Paranovus Entertainment Technology Ltd.

November 15, 2023 EX-10.1

SOFTWARE DEVELOPMENT AGREEMENT

Exhibit 10.1 SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement (this “Agreement”) is made as of the 12th day of November 2023 (the “Effective Date”) by and between BLUELINE STUDIOS INC. (“Blueline”), having an office at 142 – 757 West Hastings Street, Vancouver, BC V6C 1A1, and PARANOVUS ENTERTAINMENT TECHNOLOGY LTD (“Paranovus”) having an address at No. 11 Dongjiao East Road, Shu

November 15, 2023 EX-10.2

Note Purchase Agreement

Exhibit 10.2 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of November 9, 2023, is entered into by and between Paranovus Entertainment Technology Limited, a Cayman Islands company (“Company”), and the individual listed in Exhibit B hereto and who affixes his or her signature on the signature page of this Agreement (“Investor”). A. Company and Investor are execut

November 15, 2023 EX-10.3

Promissory Note

Exhibit 10.3 Promissory Note Effective Date: November 14, 2023 U.S. $750,000.00 FOR VALUE RECEIVED, Antelope Enterprise Holdings Limited, a British Virgin Islands company (“Borrower”), promises to pay to Paranovus Entertainment Technology Limited, a Cayman Islands limited liability company, or its successors or assigns (“Lender”), $750,000.00 and any interest accrued hereunder on the date that is

November 15, 2023 6-K

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 PARANOVUS ENTERTAINMENT TECHN

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Pe

October 13, 2023 SC 13G

HAPP / Happiness Development Group Ltd - Class A / Xu Minzhu - SCHEDULE 13G Passive Investment

SC 13G 1 ea186385-13gminzhuparan.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Paranovus Entertainment Technology Limited (Name of Issuer) ordinary share, no par value (Title of Class of Securities) G4289N205 (CUSIP Number) December 27, 2022 (Date of Event which Requires Filing of th

October 13, 2023 SC 13G

HAPP / Happiness Development Group Ltd - Class A / Ao Guangrong - SCHEDULE 13G Passive Investment

SC 13G 1 ea186418-13gaoparanovus.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Paranovus Entertainment Technology Limited (Name of Issuer) ordinary share, no par value (Title of Class of Securities) G4289N205 (CUSIP Number) December 27, 2022 (Date of Event which Requires Filing of th

September 27, 2023 EX-12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ye Tao, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessa

September 27, 2023 EX-13.1

Certifications Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Paranovus Entertainment Technology Ltd.. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F, as

September 27, 2023 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO 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 SECURITIE

September 27, 2023 EX-12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact ne

September 5, 2023 6-K

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 2023 PARANOVUS ENTERTAINMENT TECH

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 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Peop

August 23, 2023 6-K

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 PARANOVUS ENTERTAINMENT TECHNOL

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, Peop

July 28, 2023 EX-7.1

JOINT FILING AGREEMENT

Exhibit 7.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class B original share, par value $0.01 per share, of Paranovus Entert

July 28, 2023 SC 13D/A

HAPP / Happiness Development Group Ltd - Class A / Wang Xuezhu - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Paranovus Entertainment Technology Limited (Name of Company) Class B Ordinary Shares, $0.01 Par Value (Title of Class of Securities) N/A (CUSIP Number) Xuezhu Wang No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City, Fujian Province, People’s R

July 27, 2023 20-F

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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

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

July 27, 2023 EX-13.1

Certifications Pursuant to 18 U.S.C. Section 1350

EXHIBIT 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Paranovus Entertainment Technology Ltd.. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F, as

July 27, 2023 EX-99.1

July 27, 2023

Exhibit 99.1 July 27, 2023 Xuezhu Wang, CEO Paranovus Entertainment Technology Ltd. No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China Dear Sir/Madam: We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the amendments to annual report on Form 20-F of (the “Company”) for the fiscal year ended March 31

July 27, 2023 EX-12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ye Tao, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

July 27, 2023 EX-12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to ma

July 7, 2023 6-K

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 PARANOVUS ENTERTAINMENT TECHNOLOG

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 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People

June 5, 2023 6-K

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 June 2023 PARANOVUS ENTERTAINMENT TECHNOLOG

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 June 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People

June 5, 2023 EX-16.1

June 5, 2023

Exhibit 16.1 June 5, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Paranovus Entertainment Technology Limited (formerly known as Happiness Development Group Limited) Form 6-K dated June 5, 2023, and we agree with the statements set forth in the Form 6-K, insofar as they relate to our firm. We have no basis to agree or disagree w

May 23, 2023 EX-99.2

EX-99.2

Exhibit 99.2

May 23, 2023 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Paranovus Entertainment Technology Ltd. (the “Company”) will be held on June 30, 2023, at 10:00 a.m., ET, at No. 11, Dongjiao East Ro

May 23, 2023 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 To 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 May 2023 PARANOVUS ENTERT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 To 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 May 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Pr

May 18, 2023 EX-99.2

EX-99.2

Exhibit 99.2

May 18, 2023 6-K

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 May 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY

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 May 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s R

May 18, 2023 EX-99.1

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (incorporated in the Cayman Islands with limited liability) (NASDAQ: PAVS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Paranovus Entertainment Technology Ltd. (the “Company”) will be held on June 30, 2023, at 10:00 a.m., ET, at No. 11, Dongjiao East Ro

April 18, 2023 6-K

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 2023 PARANOVUS ENTERTAINMENT TECHNOLO

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 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s

April 18, 2023 EX-10.1

Share Purchase Agreement, dated April 10, 2023

Exhibit 10.1 SHARE PURCHASE AGREEMENT 股份购买协议 This Share Purchase Agreement (this “Agreement”) is made and entered into as of April 10, 2023 by and among (i) Fujian Hengda Beverage Co., Ltd , a PRC company (the “Purchaser”), (ii) Fujian Happiness Biotech Co., Limited, a PRC company (the “Company”), (iii) Happiness (Nanping) Biotech Co., Limited, a PRC company (“Happiness Nanping” or the “Seller”) a

April 3, 2023 EX-1.5

Amended and Restated Memorandum and Articles of Association, effective on October 7, 2022

Exhibit 1.4 Annex THE COMPANIES ACT (2022 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Happiness Development Group Limited An Exempted Company limited by Shares (Amended and restated by Special Resolutions dated October 7, 2022) 1 NAME The name of the Company is Happiness Development Group Limited. 2 STATUS The Company is a company limited by shares.

April 3, 2023 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ye Tao, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain

April 3, 2023 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Paranovus Entertainment Technology Ltd.. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F, as

April 3, 2023 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO 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 SECURITIE

April 3, 2023 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Paranovus Entertainment Technology Ltd. (the “Company”); 2. Based on my knowledge, this report does not co

April 3, 2023 EX-1.6

Amended and Restated Memorandum and Articles of Association, effective on March 10, 2023

Exhibit 1.6 THE COMPANIES ACT (2023 REVISION) COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Paranovus Entertainment Technology Ltd. An Exempted Company limited by Shares (Amended and Restated by a Special Resolution dated March 10, 2023 and effective on March 10, 2023) 1 NAME The name of the Company is Paranovus Entertainment Technology Ltd.. 2 STATUS The Compa

April 3, 2023 EX-99.1

Consent of Allbright Law Offices

Exhibit 99.1 March 31, 2023 Xuezhu Wang, CEO Paranovus Entertainment Technology Ltd. No. 11, Dongjiao East Road, Shuangxi Shunchang, Nanping City Fujian Province, People’s Republic of China Dear Sir/Madam: We consent to the references to our firm under the mentions of “PRC Counsel” in connection with the amendment to annual report on Form 20-F of (the “Company”) for the fiscal year ended March 31,

March 16, 2023 6-K

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 2023 PARANOVUS ENTERTAINMENT TECHNOLO

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 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s

March 16, 2023 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is entered into as of March 14, 2023 (the “Effective Date”), by and among Paranovus Entertainment Technology Ltd. (formerly known as Happiness Development Group Limited), a limited liability company organized under the laws of the Cayman Islands (the “Buyer”), 2lab3 LLC, a limited liability company organized und

March 13, 2023 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A 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 2023 PARANOVUS ENTERTAINMENT TECHNO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A 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 2023 PARANOVUS ENTERTAINMENT TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People

March 13, 2023 6-K

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 2023 HAPPINESS DEVELOPMENT GROUP LIMI

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 2023 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Rep

February 27, 2023 CORRESP

Happiness Development Group Limited No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China

CORRESP 1 filename1.htm Happiness Development Group Limited No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China February 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attn: Daniel Crawford Alan Campbell Vanessa Robertson Kevin Vaughn Re:

February 17, 2023 EX-99.1

Happiness Development Group Limited Unaudited Financial Results for the Six Months Ended September 30, 2022 and 2021

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2022, AND MARCH 31, 2022 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 HAPPINESS DEVELOPMENT GROUP LIMITED TABLE OF CONTENTS Consolidated Financial Statements Consolidated Balance Sheets as of September 30, 2022 and March 31, 2022 (UNAUDITED) F-2 Consolidated Statements of

February 17, 2023 6-K/A

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 September 2022 Commission

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 September 2022 Commission File Number 001-39098 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi,

February 8, 2023 6-K

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 2023 HAPPINESS DEVELOPMENT GROUP L

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 2023 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s

February 8, 2023 EX-99.2

Form of Proxy Card to be mailed to shareholders of the Company for use in connection with the 2023 Extraordinary General Meeting of Shareholders of the Company

EX-99.2 3 ea172929ex99-2happiness.htm FORM OF PROXY CARD TO BE MAILED TO SHAREHOLDERS OF THE COMPANY FOR USE IN CONNECTION WITH THE 2023 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY Exhibit 99.2

February 8, 2023 CORRESP

Happiness Development Group Limited No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China

Happiness Development Group Limited No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China February 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attn: Daniel Crawford Alan Campbell Vanessa Robertson Kevin Vaughn Re: Happiness Development Gr

February 8, 2023 EX-99.1

HAPPINESS DEVELOPMENT GROUP LIMITED No.11 Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China Notice of 2023 Extraordinary Shareholders Meeting To Be Held on March 10, 2023, at 9:30 a.m. EST

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED No.11 Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China Notice of 2023 Extraordinary Shareholders Meeting To Be Held on March 10, 2023, at 9:30 a.m. EST To the shareholders: Happiness Development Group Limited (the “Company,” or “we”) will hold the 2023 extraordinary general meeting of the holders of t

January 19, 2023 6-K

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 2023 HAPPINESS DEVELOPMENT GROUP LI

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 2023 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s R

January 19, 2023 EX-10.1

Director Offer Letter

Exhibit 10.1 HAPPINESS DEVELOPMENT GROUP LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China January 16, 2023 Re: Director Offer Letter Dear Mr. Sophie Ye Tao Happiness Development Group Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We beli

January 19, 2023 EX-10.2

Employment Agreement

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 16, 2023, by and between Happiness Development Group Limited., incorporated under the laws of the Cayman Islands (the “Company”), and Sophie Ye Tao, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used here

January 10, 2023 6-K

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 2022 Commission File Number 001-3

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 2022 Commission File Number 001-39098 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanpi

January 10, 2023 EX-99.1

HAPPINESS DEVELOPMENT GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2022, AND MARCH 31, 2022 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 HAPPINESS DEVELOPMENT GROUP LIMITED TABLE OF CONTENTS

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2022, AND MARCH 31, 2022 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 HAPPINESS DEVELOPMENT GROUP LIMITED TABLE OF CONTENTS Consolidated Financial Statements Consolidated Balance Sheets as of September 30, 2022 and March 31, 2022 (UNAUDITED) F-2 Consolidated Statements of

January 3, 2023 EX-10.2

Collaboration Agreement, by and between the Company and DMG Tech Investment LLC, dated December 28, 2022

Exhibit 10.2 Exclusive Collaboration Agreement This Exclusive Collaboration Agreement (this ?Agreement?), dated as of December 28, 2022 (the ?Effective Date?), is by and between DMG Tech Investment LLC, a limited liability company organized under the laws of Delaware, USA (?DMG Tech?) and Happiness Development Group Limited, a Cayman Islands exempted company with limited liability (?Happiness Deve

January 3, 2023 6-K

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 2023 HAPPINESS DEVELOPMENT GROUP LI

6-K 1 ea170990-6khappiness.htm 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 January 2023 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Roa

January 3, 2023 EX-10.1

Form of Securities Purchase Agreement, by and between the Company and the Purchasers, dated December, 2022

Exhibit 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE ?SEC?) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISD

December 16, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP L

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s

December 16, 2022 EX-99.1

HAPPINESS DEVELOPMENT GROUP LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China December 15, 2022 Re: Director Offer Letter Dear Mr. Alex Lightman Happiness Development Group Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We bel

November 1, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP L

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s

November 1, 2022 EX-15.1

Director Offer Letter, dated October 30, 2022, by and between David Sean Lu and Happiness Development Group Limited

Exhibit 15.1 HAPPINESS DEVELOPMENT GROUP LIMITED No.11, Dongjiao East Road Shuangxi, Shunchang, Nanping City Fujian Province, People's Republic of China October 30, 2022 Re: Director Offer Letter Dear Mr. David Sean Lu Happiness Development Group Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We beli

October 11, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP LI

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s R

September 9, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s

September 9, 2022 EX-99.1

HAPPINESS DEVELOPMENT GROUP LIMITED No.11 Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic of China Notice of 2022 Extraordinary Shareholders Meeting To Be Held on October 7, 2022, at 9:30 a.m. EST

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED No.11 Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Republic of China Notice of 2022 Extraordinary Shareholders Meeting To Be Held on October 7, 2022, at 9:30 a.m. EST To the shareholders: Happiness Development Group Limited (the ?Company,? or ?we?) will hold the 2022 extraordinary general meeting of the holders of

September 9, 2022 EX-99.2

HAPPINESS DEVELOPMENT GROUP LIMITED NO.11, DONGJIAO EAST ROAD SHUANGXI SHUNCHANG, NANPING CITY FUJIAN F4 353001, CHINA Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample

Exhibit 99.2 HAPPINESS DEVELOPMENT GROUP LIMITED NO.11, DONGJIAO EAST ROAD SHUANGXI SHUNCHANG, NANPING CITY FUJIAN F4 353001, CHINA Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the Q

August 18, 2022 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Development Group Limited. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F, as ame

August 18, 2022 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Development Group Limited (the “Company”); 2. Based on my knowledge, this report does not contai

August 18, 2022 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO 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

August 18, 2022 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jiong Bian, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Development Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain

August 16, 2022 20-F

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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

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

August 16, 2022 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Development Group Limited. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F, as ame

August 16, 2022 EX-1.4

Amended and Restated Memorandum and Articles of Association, effective on October 21, 2021

Exhibit 1.4 THE COMPANIES ACT (2021 REVISION) COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Happiness Development Group Limited An Exempted Company limited by Shares (Adopted by a Minutes of Annual Meeting of Shareholders passed on 21st day of October, 2021) 1 NAME The name of the Company is Happiness Development Group Limited. 2 STATUS The Company is a company

August 16, 2022 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Development Group Limited (the ?Company?); 2. Based on my knowledge, this report does not contai

August 16, 2022 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jiong Bian, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Development Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain

August 1, 2022 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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-Q For the Transition Perio

April 6, 2022 EX-15.1

Letter from Briggs & Veselka Co. to the Securities and Exchange Commission

Exhibit 15.1 March 30, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Form 6-K for the event that occurred on March 30, 2022, to be filed by our former client, Happiness Development Group Limited. We agree with the statements made in response to General Instructions B related to changes in registrant’s certifyi

April 6, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP LIMI

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Rep

March 16, 2022 EX-1.1

Form of Securities Purchase Agreement, by and between Happiness Development Group Limited (formerly known as “Happiness Biotech Group Limited”) and the Purchasers, dated March 11, 2022

Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This SECURITIES STOCK PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of March 11, 2022, by and between Happiness Development Group Limited, a Cayman Islands company (the ?Company?) and the undersigned thereto (the ?Purchasers?). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or

March 16, 2022 EX-99.2

Happiness Development Announces $6.7 Million Registered Direct Offering To Support Its Auto Business

Exhibit 99.2 Happiness Development Announces $6.7 Million Registered Direct Offering To Support Its Auto Business NANPING, China, March 11, 2022 /PR Newswire/ - Happiness Development Group Limited (?HAPP? or the ?Company?), (NASDAQ: HAPP) an emerging and diversified company engaging in the business of production of nutraceutical and dietary supplements, providing e-commerce sales and e-commerce ma

March 16, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP LIMI

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Rep

March 15, 2022 424B5

Happiness Development Group Limited 19,200,000 Class A Ordinary Shares

Filed pursuant to Rule 424(b)(5) Registration No. 333-250026 Prospectus Supplement (To Prospectus dated November 12, 2020, as amended) Happiness Development Group Limited 19,200,000 Class A Ordinary Shares We are offering 19,200,000 Class A ordinary shares, par value $0.0005 per share directly to certain investors pursuant to this prospectus supplement, the accompanying prospectus, and that certai

March 7, 2022 EX-4.1

Equity Transfer Agreement, by and among Happiness Development Group Limited (formerly known as “Happiness Biotech Group Limited”), Fujian Happiness Biotech Co., Limited, and Fuzhou Hekangyuan Trading Co., Ltd., dated March 4, 2022

Exhibit 4.1 EQUITY TRANSFER CONTRACT WITH CUNHUI LIN, YANQING LIU CONCERNING FUZHOU HEKANGYUAN TRADING CO., LTD. TABLE OF CONTENT CHAPTER 01 DEFINITION AND INTERPRETATION 1 Article 01 Definition 1 CHAPTER 02 EQUITY TRANSFER 2 Article 02 Transfer of Equity 2 Article 03 Equity Transfer Price and Trading Condition 2 Article 04 Tax Payable Under Equity Transfer 3 CHAPTER 03 REPRESENTATIONS AND WARRANT

March 7, 2022 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On February 21, 2022, Happiness Development Group Limited, (?Happiness?), a holding company incorporated under the laws of the Cayman Islands entered into a Securities Purchase Agreement (the ?SPA?) with Mrs. Lin Cunhun and Mrs. Liu Yanqing, the shareholders of Fuzhou Hekangyuan Trading Co., Ltd. (?Hekangyuan?), to acquire 100% equity

March 7, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP LIMI

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Rep

March 7, 2022 EX-99.1

FUZHOU HEKANGYUAN TRADING CO., LTD. FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 FUZHOU HEKANGYUAN TRADING CO., LTD. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 FUZHOU HEKANGYUAN TRADING CO., LTD. FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 FUZHOU HEKANGYUAN TRADING CO., LTD. INDEX TO FINANCIAL STATEMENTS Page INDEPENDENT AUDITORS? REPORT 2 Balance Sheets as of December 31, 2021 and 2020 3 Statements of Operation and Comprehensive income for the years ended December 31, 2021 and 2020 4 Statements of Sharehold

January 21, 2022 6-K

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 2022 HAPPINESS DEVELOPMENT GROUP LI

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 2022 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s R

January 21, 2022 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT ?????? This SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is dated as of January 18, 2022 by and among Happiness Development Group 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 ?Purchase

January 6, 2022 EX-99.1

HAPPINESS DEVELOPMENT GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021, AND MARCH 31, 2021 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 HAPPINESS DEVELOPMENT GROUP LIMITED TABLE OF CONTENTS

Exhibit 99.1 HAPPINESS DEVELOPMENT GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2021, AND MARCH 31, 2021 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 HAPPINESS DEVELOPMENT GROUP LIMITED TABLE OF CONTENTS Consolidated Financial Statements Consolidated Balance Sheets as of September 30, 2021 and March 31, 2021 (UNAUDITED) F-2 Consolidated Statements of

January 6, 2022 6-K

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 six-month period ended September 30, 2021 HAPPINESS

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 six-month period ended September 30, 2021 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian

January 6, 2022 EX-99.2

Happiness Development Announces Financial Results for the Six Months Ended September 30, 2021

Exhibit 99.2 Happiness Development Announces Financial Results for the Six Months Ended September 30, 2021 NANPING, China, January 6, 2022 /PR Newswire/ - Happiness Development Group Limited (?HAPP? or the ?Company?), (NASDAQ: HAPP) a China-based company engaging in the business of production of nutraceutical and dietary supplements, providing e-commerce sales and e-commerce marketing solutions, a

November 30, 2021 6-K

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 2021 HAPPINESS DEVELOPMENT GROUP L

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 2021 HAPPINESS DEVELOPMENT GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s

October 29, 2021 6-K

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 2021 HAPPINESS BIOTECH GROUP LIMITE

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 2021 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Repub

October 25, 2021 6-K

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 2021 HAPPINESS BIOTECH GROUP LIMITE

6-K 1 ea148841-6khappiness.htm 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 October 2021 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, S

October 25, 2021 EX-4.1

Share Purchase Agreement, by and among Happiness Development Group Limited (formerly known as “Happiness Biotech Group Limited”), Fujian Happiness Biotech Co., Limited, and Fujian Shennong Jiagu Development Co., Ltd., dated October 14, 2021

Exhibit 4.1 EQUITY TRANSFER CONTRACT WITH WENSHENG LIU CONCERNING FUJIAN SHENNONGJIAGU DEVELOPMENT CO., LTD. TABLE OF CONTENT CHAPTER 01 Definition and Interpretation 1 Article 01 Definition 1 CHAPTER 02 Equity Transfer 2 Article 02 Transfer of Equity 2 Article 03 Equity Transfer Price and Trading Condition 2 Article 04 Tax Payable Under Equity Transfer 3 CHAPTER 03 Representations and Warranties

October 25, 2021 EX-99.1

FUJIAN SHENNONG JIAGU DEVELOPMENT CO., LTD. FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2021 FUJIAN SHENNONG JIAGU DEVELOPMENT CO., LTD. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 FUJIAN SHENNONG JIAGU DEVELOPMENT CO., LTD. FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2021 FUJIAN SHENNONG JIAGU DEVELOPMENT CO., LTD. INDEX TO FINANCIAL STATEMENTS Page INDEPENDENT AUDITORS? REPORT 2 Balance Sheet as of March 31, 2021 3 Statement of Operation and Comprehensive income for the year ended March 31, 2021 4 Statement of Shareholders? Equity for the year

October 25, 2021 EX-99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On October 20, 2021, Fujian Happiness Biotech Co., Limited, (?Happiness Fujian?) a limited liability company organized under the laws of the PRC and a wholly-owned indirect subsidiary of Happiness Biotech Group Limited (the ?Company?) and the Company entered into a Securities Purchase Agreement (the ?SPA?) with Mr. Liu Wensheng, the f

September 13, 2021 EX-99.2

Form of Proxy Card of 2021 Annual General Meeting of Shareholders

Exhibit 99.2

September 13, 2021 EX-99.1

HAPPINESS BIOTECH GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: HAPP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 HAPPINESS BIOTECH GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: HAPP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the ?Meeting?) of Happiness Biotech Group Limited (the ?Company?) will be held on October 21, 2021, at 10:00 a.m., ET, at No. 11, Dongjiao East Road, Shunchang

September 13, 2021 6-K

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 2021 HAPPINESS BIOTECH GROUP LIMI

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 2021 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Rep

August 2, 2021 EX-12.1

Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Biotech Group Limited (the ?Company?); 2. Based on my knowledge, this report does not contain an

August 2, 2021 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Biotech Group Limited. (the ?Company?), does hereby certify, to such officer?s knowledge, that: The Annual Report on Form 20-F for the yea

August 2, 2021 20-F

Form 20-F

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

August 2, 2021 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO 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

August 2, 2021 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Biotech Group Limited. (the ?Company?), does hereby certify, to such officer?s knowledge, that: The Annual Report on Form 20-F, as amended

August 2, 2021 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jiong Bian certify that: 1. I have reviewed this annual report on Form 20-F of Happiness Biotech Group Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statem

August 2, 2021 EX-12.1

Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Happiness Biotech Group Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue stat

August 2, 2021 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jiong Bian certify that: 1. I have reviewed this annual report on Form 20-F, as amended, of Happiness Biotech Group Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any

July 1, 2021 EX-99.2

Happiness Biotech Announces $2.16 Million Registered Direct Offering To Strategic Investors

Exhibit 99.2 Happiness Biotech Announces $2.16 Million Registered Direct Offering To Strategic Investors NANPING, China, June , 2021/PRNewswire/ - Happiness Biotech Group Limited (the ?Company? or Nasdaq: HAPP), an innovative China-based nutraceutical and dietary supplements producer, announced today that it has entered into a securities purchase agreement with certain non-U.S. strategic investors

July 1, 2021 6-K

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 2021 HAPPINESS BIOTECH GROUP LIMITED (

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 2021 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People?s Republic

July 1, 2021 EX-1.1

Form of Securities Purchase Agreement, by and between Happiness Development Group Limited (formerly known as “Happiness Biotech Group Limited”) and the Purchasers, dated June 25, 2021

Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This SECURITIES STOCK PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of June 25, 2021, by and between Happiness Biotech Group Limited, a Cayman Islands company (the ?Company?) and the undersigned thereto (the ?Purchasers?). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as ot

July 1, 2021 424B5

Happiness Biotech Group Limited 1,240,000 Ordinary Shares

Filed pursuant to Rule 424(b)(5) Registration No. 333-250026 Prospectus Supplement (To Prospectus dated November 12, 2020, as amended) Happiness Biotech Group Limited 1,240,000 Ordinary Shares We are offering 1,240,000 ordinary shares, par value $0.0005 per share directly to certain investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain securities purchase

March 24, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Happiness Biotech Group Limited (Name of Issuer) Ordinary Shares, $0.0005 Par Value (Title of Class of Se

SC 13G/A 1 ea138069-13ga1bianhappiness.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Happiness Biotech Group Limited (Name of Issuer) Ordinary Shares, $0.0005 Par Value (Title of Class of Securities) G4289N114 (CUSIP Number) October 21, 2020 (Date of Event Which Re

February 26, 2021 S-8

- REGISTRATION STATEMENT

Registration No. 333- [?] As filed with the Securities and Exchange Commission on February 26, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 98-1551569 (State or Other Jurisdiction of Incorporation or O

February 26, 2021 EX-4.2

2020 Equity Incentive Plan

Exhibit 4.2 HAPPINESS BIOTECH GROUP LIMITED 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stoc

January 22, 2021 EX-99.2

Happiness Biotech Announces Financial Results for the Six Months Ended September 30, 2020 and Provides Guidance For the Whole Fiscal Year Ending March 31, 2021

Exhibit 99.2 Happiness Biotech Announces Financial Results for the Six Months Ended September 30, 2020 and Provides Guidance For the Whole Fiscal Year Ending March 31, 2021 NANPING, China, January 22, 2021 /PRNewswire/ - Happiness Biotech Group Limited (the “Company” or Nasdaq: HAPP), an innovative China-based nutraceutical and dietary supplements producer, today announced its unaudited financial

January 22, 2021 6-K

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

6-K 1 ea132985-6khappiness.htm 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 six-month period ended September 30, 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, D

January 22, 2021 EX-99.1

HAPPINESS BIOTECH GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2020, AND MARCH 31, 2020 FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 HAPPINESS BIOTECH GROUP LIMITED TABLE OF CONTENTS

Exhibit 99.1 HAPPINESS BIOTECH GROUP LIMITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2020, AND MARCH 31, 2020 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 HAPPINESS BIOTECH GROUP LIMITED TABLE OF CONTENTS Consolidated Financial Statements Consolidated Balance Sheets as of September 30, 2020 and March 31, 2020 (UNAUDITED) F-2 Consolidated Statements of Income a

January 6, 2021 EX-99.3

By email

Exhibit 99.3 By email Happiness Biotech Group Limited 4th Floor, Harbour Place 103 Church Street PO Box 10240 Grand Cayman, KY1-1002 Cayman Islands 6 January 2021 Dear Sirs Happiness Biotech Group Limited We have acted as Cayman Islands legal advisers to Happiness Biotech Group Limited (the "Company"), a Cayman Islands exempted company in connection with the Company’s registration statement on For

January 6, 2021 EX-99.2

Happy Biotech Announces Registered Direct Offering of up to 4.2Million Ordinary Shares to Strategic Investors

Exhibit 99.2 Happy Biotech Announces Registered Direct Offering of up to 4.2Million Ordinary Shares to Strategic Investors NANPING, China, January 4, 2021 /PRNewswire/ - Happiness Biotech Group Limited (the “Company” or Nasdaq: HAPP), an innovative China-based nutraceutical and dietary supplements producer, announced today that it has entered into a securities purchase agreement with certain non-U

January 6, 2021 6-K

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 January 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Repub

January 6, 2021 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2021, by and between Happiness Biotech Group Limited, a Cayman Islands company (the “Company”) and the undersigned thereto (the “Purchasers”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as

January 6, 2021 424B5

Happiness Biotech Group Limited up to 4,200,000 Ordinary Shares

Filed pursuant to Rule 424(b)(5) Registration No. 333-250026 Prospectus Supplement (To Prospectus dated November 12, 2020, as amended) Happiness Biotech Group Limited up to 4,200,000 Ordinary Shares We are offering up to 4,200,000 ordinary shares, par value $0.0005 per share directly to certain investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain securiti

November 19, 2020 CORRESP

-

Happiness Biotech Group Limited No. 11, Dongjiao East Road Shunchang County, Nanping Fujian, People’s Republic of China 86-0599-782-8808 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Deanna Virginio Office of Life Sciences November 19, 2020 Re: Happiness Biotech Group Limited Registration Statement on Form F

November 18, 2020 6-K

Current Report of Foreign Issuer - CURRENT REPORT OF FOREIGN 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 November 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Repu

November 12, 2020 EX-4.5

Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.

Exhibit 4.5 HAPPINESS BIOTECH GROUP 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

November 12, 2020 F-3

Form F-3

As filed with the Securities and Exchange Commission on November 12, 2020 Registration No.

November 12, 2020 EX-4.6

Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.

Exhibit 4.6 HAPPINESS BIOTECH GROUP 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’

September 29, 2020 6-K

September 29, 2020

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 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Rep

September 29, 2020 EX-99.1

HAPPINESS BIOTECH GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: HAPP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 HAPPINESS BIOTECH GROUP LIMITED (incorporated in the Cayman Islands with limited liability) (NASDAQ: HAPP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Happiness Biotech Group Limited (the “Company”) will be held on November 13, 2020, at 10:00 a.m., ET, at No. 11, Dongjiao East Road, Shunchan

September 25, 2020 EX-4.1

Form of the Securities Purchase Agreement

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of Sep 22, 2020 by and among Happiness Biotech Group 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

September 25, 2020 6-K

September 25, 2020

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 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Rep

July 31, 2020 EX-99.1

Happiness Biotech Declares Special Cash Dividends to Shareholders

Exhibit 99.1 Happiness Biotech Declares Special Cash Dividends to Shareholders NANPING, China, July 31, 2020 /PRNewswire/ - Happiness Biotech Group Limited (the "Company" or Nasdaq: HAPP), an innovative China-based nutraceutical and dietary supplements producer, announced today that the Company has declared a cash dividend of $0.015 per ordinary share, payable in cash on or about August 17, 2020,

July 31, 2020 6-K

July 31, 2020

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 2020 HAPPINESS BIOTECH GROUP LIMITED (Exact name of registrant as specified in its charter) No. 11, Dongjiao East Road, Shuangxi, Shunchang, Nanping City Fujian Province, People’s Republic

July 24, 2020 EX-12.1

Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xuezhu Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Happiness Biotech Group Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue stat

July 24, 2020 20-F

Form 20-F

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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1

July 24, 2020 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Happiness Biotech Group Limited. (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for the yea

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