As filed with the Securities
and Exchange Commission on November 30, 2023
Registration No. 333−
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREEN GIANT INC.
(Exact name of registrant as specified in its charter)
| Florida |
|
33-0961490 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
| |
|
|
| 6 Xinghan Road, 19th Floor, |
|
|
| Hanzhong City, Shaanxi Province, PRC |
|
723000 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Green Giant Inc. 2023 Equity Incentive Plan
(Full title of the plan)
Yuhuai Luo
Chief Executive Officer and Chairman
Green Giant Inc.
6 Xinghan Road, 19th Floor
Hanzhong City
Shaanxi Province, PRC 723000
(Name and address of agent for service)
+(86) 091-62622612
(Telephone number, including area code, of agent for service)
With a copy to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
(212) 530-2208
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
| |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
This Registration Statement
is being filed by the Registrant in accordance with the requirements of Form S-8 under the Securities Act in order to register 8,360,000
shares of common stock of the Registrant, par value $0.001 per share, issuable pursuant to the 2023 Equity Incentive Plan (the “2023
Plan”) adopted at the Registrant’s 2023 annual meeting of stockholders.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the
information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the “Securities Act”). In accordance with Rule 428(b)(1) and the requirements of Part I of Form S-8,
these documents are not required to be filed with the Securities and Exchange Commission (the “Commission” or “SEC”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
with the SEC by us pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference
in this Registration Statement, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K:
| ● | Our Annual Report on Form 10-K for the fiscal year ended September
30, 2022, filed with the SEC on January 13, 2023, and the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC
on October 16, 2023 that are incorporated by reference therein; |
| ● | Our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, March 31, 2023, and June 30, 2023 filed with the SEC on February 13, 2023, May 5, 2023, and August 10, 2023 respectively; |
| ● | Our Current Reports on Form 8-K, filed with the SEC on October 6, 2022, October 19, 2022, October 25, 2022, November 14, 2022, March 15, 2023, April 7, 2023, October 4, 2023 and November 17, 2023;
and |
| ● | The description of our common stock, which is contained in
our Registration Statement on Form 8-A, (File No. 001-34864) filed with the SEC on September 9, 2010, including any amendments or reports
subsequently filed for the purpose of updating such description. |
In addition, all documents
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than information furnished pursuant to Item 2.02
or Item 7.01 of Form 8-K, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Florida Business Corporation
Act (the “FBCA”). The FBCA permits, under certain circumstances, the indemnification of officers, directors, employees
and agents of a corporation with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal, to which such person was or is a party or is threatened to be made a
party, by reason of his or her being an officer, director, employee or agent of a corporation, or is or was serving at the request of,
such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director,
employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any such third-party action by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its
equivalent does not, of itself, create a presumption that the person (1) did not act in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation or (2) with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
In the case of proceedings
by or in the right of the corporation, the statute permits indemnification of any person by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was serving at the request of, such corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses and certain
amounts paid in settlement in connection with such proceeding, including appeals thereof; provided, however, that the officer, director,
employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification is made where such person is adjudged liable, unless, and only to the extent that,
the court in which such proceeding was brought, or any other court of competent jurisdiction, determines that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
To the extent that such person
is successful on the merits or otherwise in defending against any such proceeding, the statute provides that he or she shall be indemnified
against expenses actually and reasonably incurred by him or her in connection therewith.
Also, under the statute, expenses
incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or
she is ultimately found not to be entitled to indemnification by the corporation pursuant to this section. Expenses incurred by other
employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.
Amended and Restated Articles
of Incorporation and Bylaws. The amended and restated articles of incorporation of Green Giant Inc. provide that its officers and
directors will be indemnified by it to the fullest extent authorized by Florida law and any other applicable law, as it now exists or
may in the future be amended. Additionally, the amended and restated bylaws of Green Giant Inc. contain indemnification provisions similar
to the FBCA, and further provide that Green Giant Inc. may purchase and maintain insurance on behalf of its directors, officers, employees
and agents in their capacities as such, or serving at the request of us, against any liabilities asserted against such persons and incurred
by such persons in any capacity, or arising of such persons status as such, whether or not we would have the power to indemnify such persons
against such liability under its amended and restated bylaws.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted for the directors and officers of Green Giant Inc., or for persons controlling
such entity, pursuant to the articles of incorporation, bylaws or the FBCA, we acknowledge that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
In addition to the authority
granted to us by the FBCA to indemnify our directors, certain other provisions of the FBCA have the effect of further limiting the personal
liability of the directors of Green Giant Inc. For example, a director of a Florida corporation cannot be held personally liable for monetary
damages to the corporation or any other person for any statement, vote, decision or failure to act regarding corporate management or policy
except in the case of certain qualifying breaches of the director’s duties.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement; |
| (iii) | To include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (1)(i)
and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | That, for purposes of determining liability under the Securities
Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hanzhong City, Shaanxi Province, People’s Republic of China, on this 30th day of November, 2023.
|
Green Giant Inc. |
| |
|
|
| |
By: |
/s/ Yuhuai Luo |
| |
Name: |
Yuhuai Luo |
| |
Title: |
Chairman, and Chief Executive Officer |
In accordance with the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates stated. Each person whose signature appears below constitutes and appoints Yuhuai Luo as his or her true and lawful attorney-in-fact
and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) and exhibits to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Yuhuai Luo |
|
Chairman, President and Chief Executive Officer |
|
November 30, 2023 |
| Name: Yuhuai Luo |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Rongrong Dai |
|
Chief Financial Officer and Director |
|
November 30, 2023 |
| Name: Rongrong Dai |
|
(Principal Financial Officer) |
|
|
| |
|
|
|
|
| /s/ Jian Zhang |
|
Director |
|
November 30, 2023 |
| Name: Jian Zhang |
|
|
|
|
| |
|
|
|
|
| /s/ Xinping Li |
|
Director |
|
November 30, 2023 |
| Name: Xinping Li |
|
|
|
|
| |
|
|
|
|
| /s/ Qingfeng Zhou |
|
Director |
|
November 30, 2023 |
| Name: Qingfeng Zhou |
|
|
|
|
II-4
Exhibit
5.1
November
30, 2023
Green
Giant Inc.
6
Xinghan Road, 19th Floor
Hanzhong
City
Shaanxi
Province, China
| Re: | Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to Green Giant Inc. (formerly known as “China HGS Real Estate Inc.”), a Florida corporation (the “Company”),
in connection with the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”)
being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement
relates to the registration of an aggregate of 8,360,000 shares (the “Shares”) of common stock, par value $0.001 per
share (the “Common Stock”) reserved for issuance under the 2023 Equity Incentive Plan (the “Plan”).
This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms
used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
As
the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a)
the amended and restated certificate of incorporation (the “Certificate of Incorporation”) of the Company; (b) the bylaws
of the Company, as amended; (c) the corporate action taken by the Company that provides for the issuance or delivery of the Shares to
be issued or delivered under the Plan; (d) the Plan which has previously been filed as Annex A to the Company’s Definitive Proxy
Statement on Form DEF 14A filed with the Commission on October 16, 2023; and (e) such other records, agreements, instruments and documents
as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Florida Business Corporation
Act, and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any
factual matter relating to this opinion. As to questions of fact material to this opinion, we have relied upon certificates or comparable
documents of public officials and of officers and representatives of the Company.
In
addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed
below. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or
photostatic), the accuracy and completeness of each document submitted to us, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies
thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are
actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact
and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter
into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other,
of the execution and delivery by such parties of such documents, and the validity and binding effect thereon on such parties. We have
also assumed that the Company will not in the future issue or otherwise make unavailable so many shares of its Common Stock that there
are insufficiently authorized and unissued shares of Common Stock for issuance of the shares issuable upon exercise of the options being
registered in the Registration Statement. We have not independently verified any of these assumptions.
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor, New York, NY 10022 | Office:
(212) 530-2210 | Fax: (212) 202-6380
The
opinions expressed in this opinion letter are limited to the Florida Business Corporation Act. We are not opining on, and we assume no
responsibility for, the applicability or effect on any of the matters covered herein of: (a) any other laws; (b) the laws of any other
jurisdiction; or (c) the laws of any country, municipality or other political subdivision or local government agency or authority. The
opinions set forth below are rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinions
to reflect any change of law or fact that may occur. We assume that the issuance of the Shares will not cause the Company to issue shares
of Common Stock in excess of the number of such shares authorized by the Certificate of Incorporation. The Company has represented to
us and we have also assumed that the Company has reserved from its duly authorized but unissued and otherwise unreserved stock a sufficient
number of shares of Stock as were approved by the Company’s stockholders for issuance under the Plan. We have also assumed that
the Company will at all times reserve and keep available out of the aggregate of its authorized by unissued and otherwise unreserved
Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plan, the number of Shares as are then
issuable or deliverable upon the settlement of awards under the Plan. This opinion is limited to the matters set forth herein, and no
other opinion should be inferred beyond the matters expressly stated.
Based
upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares
to be issued under the Plan have been duly authorized, and, upon the issuance and delivery of the Shares in the manner contemplated by
the Plan, and assuming that the Company completes all actions and proceedings required on its part to be taken prior to the issuance
and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of any required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm and to our
opinion in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of
Regulation S-K.
| |
Very truly yours, |
| |
|
| |
/s/ Hunter Taubman Fischer & Li LLC |
| |
Hunter Taubman Fischer & Li LLC |
www.htflawyers.com | info@htflawyers.com
950 Third Avenue, 19th Floor, New York, NY 10022 | Office:
(212) 530-2210 | Fax: (212) 202-6380
Exhibit 23.1
 |
|
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in
the Registration Statement on Form S-8 of Green Giant Inc. (formerly China HGS Real Estate Inc.) of our report dated January 13,
2022, with respect to our audit of the consolidated financial statements of Green Giant Inc. (formerly China HGS Real Estate Inc.)
as of and for the year ended September 30, 2021.
/s/ Wei, Wei & Co., LLP
Flushing, New York
November 30, 2023
|
Exhibit 23.2
 |
Onestop Assurance PAC
Co. Registration No.: 201823302D
10 Anson Road #06-15
International Plaza
Singapore, 079903
Email: audit@onestop-ca.com
Website: www.onestop-ca.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of our report dated January 13, 2023, relating to the consolidated financial statements of Green Giant Inc. (formerly known
as “China HGS Real Estate Inc.”) as of and for the year ended September 30, 2022, appearing in Green Giant Inc.’s Annual
Report on Form 10-K for the year ended September 30, 2022. Our report contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern.
Very truly yours
/s/ OneStop Assurance PAC
Singapore
November 30, 2023
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
Green Giant Inc.
(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 | | |
Carry
Forward
Form
Type | |
Carry
Forward
File
Number | |
Carry
Forward
Initial
effective
date | |
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
| Newly Registered Securities |
| Fees to Be Paid | |
Equity | |
Common Stock | |
457(c) and 457(h) | |
| 8,360,000 | | |
$ | 1.58 | (1) | |
$ | 13,208,800 | | |
$ | 0.00014760 | | |
$ | 1,949.61888 | | |
N/A | |
N/A | |
N/A | |
N/A |
| Fees Previously Paid | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| Carry Forward Securities |
| Carry Forward Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Total Offering Amounts | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
| (1) |
Estimated solely for the purpose of calculating the registration fee. Such estimate is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices ($1.74 and $1.42, respectively) of the Registrant’s shares of common stock, as quoted on the Nasdaq Capital Market on November 29, 2023. |
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