As filed with the U.S. Securities and Exchange Commission on March1, 2023.

Registration No. 333-266607

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________

AMENDMENT NO.4
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________

YanGuFang International Group Co., Ltd.

(Exact name of Registrant as specified in its charter)

__________________________________

Not Applicable
(Translation of Registrant’s name into English)

__________________________________

Cayman Islands	2000	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification number)

3/F, Building 3,
33 Suhong Road, Minhang District
Shanghai, China, 201100
Tel: +86 (21) 52966658
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

__________________________________

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________

Copies of all communications, including communications

sent to agent for service, should be sent to:

Richard I. Anslow, Esq.
Wei Wang, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Tel: (212) 370-1300 Louis Taubman, Esq.
Guillaume de Sampigny, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
Tel: (212) 530-2210

__________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

____________

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion, DATED March1, 2023

2,500,000 Ordinary Shares

YanGuFang International Group Co., Ltd.

This is the initial public offering of ordinary shares of YanGuFang International Group Co., Ltd., a Cayman Islands exempted company. Throughout this prospectus, unless the context indicates otherwise, references to “YanGuFang Group” are to YanGuFang International Group Co., Ltd., a holding company and references to “we,” “us,” “our,” “our company,” the “Company” or similar terms used in this prospectus are to YanGuFang Group and its consolidated subsidiaries, and the variable interest entities (the “VIEs”) and their subsidiaries. Our subsidiaries and/or the VIEs and their subsidiaries conduct operations in the People’s Republic of China (“China” or the “PRC”), and the VIEs and their subsidiaries are consolidated for accounting purposes but are not entities in which we own equity, and YanGuFang Group, as a holding company, does not conduct any material operations of its own. When used herein, the references to laws and regulations of “China” or the “PRC” are only to such laws and regulations of mainland China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau.

We are offering 2,500,000ordinary shares, par value $0.0005 per share on a firm commitment basis. We expect the initial public offering price of the shares to be in the range of $4.00to $6.00per share. Prior to this offering, there has been no public market for our ordinary shares. We have applied to have our ordinary shares listed on the Nasdaq Capital Market (or Nasdaq) under the symbol “YGF.” We cannot guarantee that we will be successful in listing our ordinary shares on the Nasdaq; however, we will not complete this offering unless we are so listed.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer.”

Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of YanGuFang Group. YanGuFang Group is not a PRC operating company but a Cayman Islands holding company with operations conducted by our subsidiaries and through contractual arrangements with the VIEs based in China and this structure involves unique risks to investors.

Because we are subject to restrictions on foreign investment in the value-added telecommunications business, we have entered into contractual arrangements with Shanghai YanGuFang E-Commerce Co., Ltd., or YanGuFang E-Commerce, one of the VIEs, to seek control of such entity. While there are no restrictions or prohibitions on foreign investment in the businesses operated by the other VIEs, namely Inner Mongolia YanGuFang Whole Grain Industry Development Co., Ltd. (“YanGuFang Whole Grain”) and Inner Mongolia YanGuFang Contract Farming Development Co., Ltd. (“YanGuFang Contract Farming”) the VIE agreements were also set up to allow for potential engagement in value-added telecommunications businesses in China in the future, which businesses are subject to restrictions on foreign ownership in China. We do not have any equity ownership of any of the VIEs, instead we seek to control and receive 100% of the economic benefits of the VIEs’ business operations through the VIE agreements.

The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where the PRC law prohibits direct foreign investment in the operating companies. As a result, investors will not and may never directly hold equity interests in such China-based operating companies. We have evaluated the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 810 (“ASC 810”), and determined that we are the primary beneficiary of the VIEs, for accounting purposes, based upon such contractual arrangements. Accordingly, under U.S. GAAP, the results of the VIEs are consolidated in our financial statements. If the VIEs or the sole shareholder of the VIEs fail to perform their respective obligations under these contractual arrangements, our recourse to the assets held by the VIEs is indirect and we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. In addition, uncertainties exist as to our ability to enforce the VIE agreements, and the VIE agreements have not been tested in a court of law. The PRC regulatory authorities could disallow our structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including a significant decline in the value of such securities or such securities becoming worthless. For a description of our corporate structure and VIE agreements as well as related risks, see “Corporate History and Structure” on page 93 and “Risk Factors — Risks Related to our Corporate Structure” beginning on page 70.

In addition, as we conduct substantially all of our operations in China through the VIEs, we are subject to unique legal and operational risks associated with having substantially all of our operations in China through VIEs, including risks related to the legal, political and economic policies of the PRC government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. The PRC government also exerts more control over offerings conducted overseas and foreign investment in China-based issuers. In particular, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will come into effect on March 31, 2023. The Trial Measures will apply to overseas securities offerings and/or listings conducted by (i) companies incorporated in the PRC, or PRC domestic companies, directly and (ii) companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests in PRC domestic companies, or indirect offerings. The Trial Measures requires (1) the filings of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions, and (2) the filing of their underwriters with the CSRC under certain conditions and the submission of an annual report to the CSRC within the required timeline. Based on the advice of our PRC counsel, Beijing Sunland Law Firm, as our PRC subsidiary and the VIEs accounted for more than 50% of our consolidated revenues, profit, total assets or net assets for the fiscal years ended June 30, 2022 and 2021, and the key components of our operations are carried out in the PRC, this offering will be considered an indirect offering and we will be subject to the filing requirements for this offering under the Trial Measures if we fail to obtain approval from the U.S. regulatory authorities or stock exchanges prior to the effectiveness of the Trial Measures, or if we obtain the approval from the U.S. regulatory authorities or stock exchanges before the effective time of the Trial Measures but fail to complete this offering within the 6-month transition period. As of the date of this prospectus, except for the Trial Measures, no other relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC, Cyberspace Administration of China (“CAC”) or any other PRC governmental authorities for our overseas listing plan, nor has our company, any of our subsidiaries or the VIEs received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC, CAC or any other PRC governmental authorities. See “Risks Related to Doing Business in China — The CSRC has recently released the Trial Measures for China-based companies seeking to conduct overseas offering and listing in foreign markets. Under the Trial Measures, the PRC government exerts more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the value of our ordinary shares to significantly decline or such shares to become worthless.” Since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have either not been issued or newly issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. exchange. The Standing Committee of the PRC National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company, the VIEs or their subsidiaries to obtain regulatory approval from the PRC authorities before listing in the U.S. If any of the VIEs or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on any U.S. exchange, continue to offer securities to investors, or materially affect the interest of the investors and cause significant depreciation in the price of our ordinary shares. See “Risk Factors” beginning on page 26 for a discussion of these legal and operational risks and other information that should be considered before making a decision to purchase our ordinary shares.

Furthermore, as more stringent criteria have been imposed by the U.S. Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (the “PCAOB”) recently, trading in our ordinary shares may be prohibited if our ordinary shares are listed on Nasdaq if the PCAOB determines that it cannot completely inspect or investigate our auditor, and as a result Nasdaq may determine to delist our ordinary shares. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in mainland China or Hong Kong. Our auditor, Friedman LLP, an independent registered public accounting firm headquartered in the United States with no branches or offices outside the United States, was not included in the determinations made by the PCAOB on December16, 2021. Our auditor is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. Friedman LLP was merged with Marcum LLP on September1, 2022 and filed its application to withdraw the PCAOB registration on December30, 2022. On August26, 2022, the China Securities Regulatory Commission

(the “CSRC”), the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, consistent with the Holding Foreign Companies Accountable Act (the “HFCA Act”), and the PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by decreasing the number of non-inspection years from three years to two, thus reducing the time period before our ordinary shares may be prohibited from trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. See“Risk Factors — Risks Related to Doing Business in China — The HFCA Act, together with recent joint statement by the SEC and PCAOB, Nasdaq rule changes, a determination by the PCAOB that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments add uncertainties to our offering.”

As a holding company, YanGuFang Group’s intentions to distribute earnings or settle amounts owed under the VIE agreement will be done through its PRC subsidiary. YanGuFang Group may rely on dividends and other distributions on equity paid by its PRC subsidiary for its cash and financing requirements, and its PRC subsidiary receives substantially all of its revenue from the VIEs in the form of services fees under the VIE agreements. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. We are in the process of adopting our formal cash management policies which will dictate the purpose, amount and procedure of cash transfers among our holding company, subsidiaries and VIEs. Historically, one PRC operating entity provides financial support for other entities’ operations by inter-company loans and we have not experienced difficulties or limitations on our ability to transfer cash between subsidiaries and the VIEs. Prior to our reorganization for purpose of our initial public offering, cash transfers among our PRC operating entities and their subsidiaries were generally approved by the management of the company providing the funds. After our reorganization, cash transfers among our holding company, subsidiaries and VIEs of less than RMB5million (US$0.78million) must be reported to, reviewed and approved by the finance department of the company initiating such cash transfers; cash transfers equal to or in excess of RMB5million (US$0.8million) but less than RMB20million (US$3.1million) must be approved by the chief executive officer and the chief financial officer of YanGuFang Group; cash transfers equal to or in excess of RMB20million (US$3.1million) must be approved by the board of directors of YanGuFang Group. Among YanGuFang Group, its subsidiaries, and the VIEs, cash is transferred from YanGuFang Group and YanGuFang HK as needed in the form of capital contributions or working capital loans, as the case may be, to the PRC subsidiary as we are permitted under PRC laws and regulations to provide funding to our PRC subsidiary only through loans or capital contributions, and to the VIEs only through loans, and only if we satisfy the applicable government registration and approval requirements. We believe that there is no restriction imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to mainland China), except transfer of funds involving money laundering and criminal activities. However, to the extent cash or assets in our business are in mainland China or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our company and our subsidiaries by the PRC government to transfer cash or assets. As of the date of this prospectus, no transfers, dividends or other distributions have been made to date from our subsidiaries or the VIEs to our holding company nor have we or any of our subsidiaries and VIEs ever paid dividends or made distributions to U.S. investors to date. For the fiscal years ended June 30, 2022 and 2021, YanGuFang Group, through YanGuFang HK, made capital contributions to our PRC subsidiary of $9,785,653 and $1,510,000, respectively. For the fiscal years ended June 30, 2022 and 2021, our PRC subsidiary provided working capital loans to the VIEs of $9,317,235 and $1,509,849, respectively. See “Prospectus Summary — Financial Information Related to the VIEs” on page5, “Risk Factors — Risks Related to Doing Business in China — To the extent cash or assets in our business are in the mainland China or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our company and our subsidiaries by the PRC government to transfer cash or assets, which may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies” on page46, and “Financial Information Related to the VIEs” on page 5. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us based on current statutory limits to our Chinese operating entities including the VIEs via capital contribution or shareholder loans, as the case may be.

	Per Share		Total
Public offering price	$	5.00	$	12,500,000
Underwriting discounts(1)(2)	$	0.35	$	875,000
Proceeds to us, before expenses	$	4.65	$	11,625,000

____________

(1)Represents underwriting discounts equal to (i) seven percent(7%) per share (or $0.35 per share), which is the underwriting discounts we have agreed to pay on investors in this offering introduced by the underwriters; and (ii) two and one half percent (2.5%) per share (or approximately $0.125 per share), which is the underwriting discounts we have agreed to pay on investors in this offering introduced by us. For purpose of the calculation only, we assume 100% investors in this offering are introduced by the underwriters with no exercise of the over-allotment and the public offering price is the midpoint of the estimated range of the initial public offering price.

(2)Does not include a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of this offering, payable to the underwriters, or the reimbursement of certain expenses of the underwriters. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.”

We have granted a 45-day option to the representatives of the underwriters to purchase up to an additional 375,000ordinary shares, solely to cover over-allotments, if any.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares to purchasers against payment therefor on or about [•], 2023.

EF HUTTON
division of Benchmark Investments, LLC

The date of this prospectus is [•], 2023.

TABLE OF CONTENTS

	PAGE
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	85
USE OF PROCEEDS	87
DIVIDEND POLICY	88
CAPITALIZATION	89
DILUTION	90
ENFORCEABILITY OF CIVIL LIABILITIES	91
CORPORATE HISTORY AND STRUCTURE	93
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	97
INDUSTRY	105
OUR BUSINESS	110
REGULATION	130
MANAGEMENT	151
PRINCIPAL SHAREHOLDERS	160
RELATED PARTY TRANSACTIONS	162
DESCRIPTION OF SHARE CAPITAL	164
SHARES ELIGIBLE FOR FUTURE SALE	177
TAXATION	178
UNDERWRITING	184
EXPENSES OF THIS OFFERING	192
LEGAL MATTERS	193
EXPERTS	193
WHERE YOU CAN FIND ADDITIONAL INFORMATION	193
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information different from what is contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States of America (the “United States” or the “U.S.”): Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside of the United States.

i

ABOUT THIS PROSPECTUS

Unless otherwise indicated, in this prospectus, the following terms shall have the meaning set out below:

“APP”	A self-developed phone application available through iOS and Android and owned by Shanghai YanGuFang E-Commerce Co., Ltd., for our e-commerce business.
“BVI”	British Virgin Islands.
“China” or the “PRC”	The People’s Republic of China, and the term “Chinese” has a correlative meaning for the purposes of this prospectus only.
“Code”	The Internal Revenue Code of 1986, as amended.
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s Republic of China.
“Exchange Act”	Securities Exchange Act of 1934, as amended.
“Macau”	The Macao Special Administrative Region of the People’s Republic of China.
“mainland China”	The People’s Republic of Mainland China, excluding Taiwan, Hong Kong and Macau for the purpose of this prospectus.
“Nasdaq”	Nasdaq Capital Market.
“ordinary shares”	Ordinary shares, par value $0.0005 per share, of YanGuFang International Group Co., Ltd.
“PCAOB”	Public Company Accounting Oversight Board.
“RMB”, “Chinese Yuan” or “Renminbi”	Legal currency of mainland China.
“SEC”	The United States Securities and Exchange Commission.
“Securities Act”	The Securities Act of 1933, as amended.
“US”, “U.S.” or “USA”	The United States of America.
“US$,” “U.S. dollars,” “$,” and “dollars”	Legal currency of the United States.
“VIE”	Variable interest entity.
“variable interest entities” or “VIEs”	The variable interest entities, Shanghai YanGuFang E-Commerce Co., Ltd., Inner Mongolia YanGuFang Contract Farming Development Co., Ltd., and Inner Mongolia YanGuFang Whole Grain Industry Development Co., Ltd., each of which is 100% owned by YanGuFang Agroeco Tech, and is consolidated into our consolidated financial statements in accordance with U.S. GAAP as if it were our wholly-owned subsidiary.
“we,” “us,” “our company,” “our,” the “Company”	All references to “we,” “us,” “our,” “our company,” “the Company” or similar terms used in this prospectus are to YanGuFang International Group Co., Ltd., and its consolidated subsidiaries, and the VIEs and their subsidiaries, unless the context otherwise indicates.
“WFOE” or “YanGuFang China”	Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., a limited liability company organized under the laws of China, which is wholly-owned by YanGuFang HK.

ii

“Yanna Technology”	Shanghai Yanna Technology Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of WFOE.
“YanGuFang Group”	YanGuFang International Group Co., Ltd., a Cayman Islands company.
“YanGuFang HK”	YanGuFang International Holding Group (HK) Co., Limited, a limited company organized under the laws of Hong Kong and a wholly owned subsidiary of YanGuFang Group.
“YanGuFang Agroeco Tech”	Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd., a company limited by shares organized under the laws of China and the sole shareholder of each of the VIEs.
“YanGuFang Contract Farming”	Inner Mongolia YanGuFang Contract Farming Development Co., Ltd., a limited liability company organized under the laws of China and a VIE contractually controlled by WFOE.
“YanGuFang E-Commerce”	Shanghai YanGuFang E-Commerce Co., Ltd., a limited liability company organized under the laws of China and a VIE contractually controlled by WFOE.
“YanGuFang E-Commerce (Inner Mongolia)”	Inner Mongolia YanGuFang E-Commerce Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of YanGuFang E-Commerce.
“YanGuFang Whole Grain”	Inner Mongolia YanGuFang Whole Grain Industry Development Co., Ltd., a limited liability company organized under the laws of China and a VIE contractually controlled by WFOE, and where appropriate, its branches and subsidiary.
“YanGuFang I&E Trading”	Inner Mongolia YanGuFang Import and Export Trading Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of YanGuFang Whole Grain.
“YanGuFang Hainan I&E Trading”	YanGuFang Import and Export Trading (Hainan) Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of YanGuFang I&E Trading.
“YGF Oats”	YGF Oats Life LLC, a limited liability company organized under the laws of the State of Texas in the United States, a wholly-owned subsidiary of YanGuFang Group.

Our reporting currency is the US$. The functional currency of our entities is RMB. This prospectus contains conversion of certain RMB amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. The conversion of RMB into U.S. dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus are made at the rate of RMB6.6981 to US$1.00, the rate in effect as of June30, 2022. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange.

Numerical figures included in this registration statement may be subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

iii

For the sake of clarity, this prospectus follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our Chairman will be presented as “Junguo He”, even though, in Chinese, Mr. He’s name is presented as “He Junguo”.

Our fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. References to a particular “year” are also to our fiscal year ended June 30 of that calendar year unless the text indicates otherwise. Our audited consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”).

Except where indicated or where the context otherwise requires, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Unless expressly indicated herein to the contrary, all references to share amounts in this prospectus give retroactive effect to the consolidation of our ordinary shares at the ratio of 5:1, effective August31, 2022.

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys, and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. None of the independent industry publications used in this prospectus were prepared on our behalf. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

We have proprietary rights or license to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are without the ®, ™ and other similar symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

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PROSPECTUS SUMMARY

Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of YanGuFang Group. YanGuFang Group is not a PRC operating company but a Cayman Islands holding company with operations conducted by our subsidiaries and through contractual arrangements with the VIEs based in China and this structure involves unique risks to investors.

This summary highlights certain information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before buying shares in this offering. You should read the entire prospectus carefully, including our financial statements and related notes and the risks described under “Risk Factors.” This summary contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

YanGuFang Group is a holding company incorporated as an exempted company on May 28, 2020 under the laws of the Cayman Islands. As a holding company with no material operations of its own, it uses a VIE structure and conducts substantially all of its operations through its PRC subsidiary and the VIEs based in China.

We are primarily engaged in the production, research and development, and sales of oat and grain products through our own sales team and distribution network. We are driven by a creative and experienced management team, led by Junguo He, our Chairman and CEO, with a focus on the healthy food industry and a fresh take on our mission, building from our deep understanding of and commitment to oat-based food science.

Our mission is to build a new type of healthy food company with core values of safety, health, nutrition and sustainability, supported by our advocates of scientific diet structure and different approaches to our brand and commercial strategy.

We have a bold vision for a food system that is better for people. We believe that transforming the healthy food industry is necessary to face humanity’s greatest challenges across climate, environment, health and lifestyle. Nowadays changes are rocking the customer’s food preference, as the growing concerns for the chronic diseases caused by imbalanced dietary patterns and unhealthy lifestyle, environment, and interest in health and nutrition have started to drive real, scaled behavior changes around customer purchase choices.

In this context, we believe what customers really care about are safety, health, nutrition, quality, and sustainability. Driven by customer concerns, we provide our customers with a solution through our product and technology innovations that enables them to make thoughtful and informed choices in line with these values. In 2014, we produced a new kind of oat germ groats in the form of whole grains through our patented equipment, which brought healthier oat products to the daily diets of the consumers.

Our commitment to oats has resulted in core technical advancements that enable us to unlock the breadth of our product portfolio, which is broadly categorized into oat series products (including, but not limited to, oat germ groats, oatmeal, oat flour, oat bran, some of which are organic or green food series) and oat nutrient and health series products (including, but not limited to, oat peptide series, dietary fiber powder, oat biscuits, oil series, oat hand cream and soap, and oat toothpaste). Based on our vision and understanding of oats, we also source products from third party suppliers that complement our product portfolio.

We seek to build our market position both in the PRC and internationally. In the PRC market, our business operations cover a number of provinces and cities of China, which currently are Beijing, Shanghai, Jiangsu, Zhejiang, Fujian, Guangdong, Inner Mongolia, Anhui and Chongqing. We also seek to establish our presence internationally and currently sell our products through a distributor in Thailand. As part of our plan to expand our international footprint, we have commenced sales of our products in the United States since October 2022.

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With the expansion of our customer base, the demand for our products has grown in recent years. As of the date of this prospectus, we own an industrial park of oats production — “YanGuFang Whole Grain Eco-Tech Park” in Inner Mongolia, China, covering a total construction area of approximately 70,710 square meters. The construction of the park commenced in August, 2017 and we expect to complete construction by the end of 2023. As of the date of this prospectus, part of the park has been put into use as Factory No. 2 covering a construction area of approximately 34,856 square meters, with the rest anticipated to be fully operational by the end of 2023.

As of the date of this prospectus, the VIEs have two production facilities with a total of eight automated production lines in Wuchuan County, Inner Mongolia, five of which have been put into use, with the remaining three being installed and tested and expected to commence production in the first half of 2023. Our production lines currently in use have a combined production capacity of approximately 13,720 tons per year and are expected to reach approximately 33,348 tons once the remaining three lines are put into use.

We generate revenues primarily through sales of our products. During the fiscal years ended June 30, 2022 and 2021, our revenues were $36,082,316 and $29,837,029, respectively, and net income was $5,738,002 and $10,543,554, respectively.

Our Corporate History and Structure

YanGuFang Group is a holding company incorporated as an exempted company on May 28, 2020 under the laws of the Cayman Islands. As a holding company with no material operations of its own, YanGuFang Group conducts substantially all of its operations through its PRC subsidiary and the VIEs in China.

YanGuFang HK, formed on June 29, 2020 under the laws of Hong Kong, is our wholly-owned subsidiary in Hong Kong and a holding company with no business operations, which, in turn, wholly owns all of the equity interest of YanGuFang China, a wholly foreign-owned enterprise formed on December 8, 2020 under the laws of China. WFOE wholly owns all of the equity interest of Yanna Technology, a limited liability company organized on February 25, 2021 under the laws of China.

On December 20, 2020, YanGuFang China entered into a series of contractual arrangements with each of YanGuFang E-Commerce, YanGuFang Contract Farming and YanGuFang Whole Grain and their respective shareholder. The VIE agreements were designed to provide YanGuFang China control over the VIEs and thereby enable it to consolidate the financial statements of the VIEs under U.S. GAAP. Each of the VIEs is wholly owned by one same shareholder, Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd (“YanGuFang Agroeco Tech” or the “VIE Shareholder”). See “— Contractual Arrangements with the VIEs.” YanGuFang E-Commerce wholly owns YanGuFang E-Commerce (Inner Mongolia). YanGuFang Whole Grain wholly owns Inner Mongolia YanGuFang Import and Export Trading Co., Ltd. (“YanGuFang I&E Trading”), which in turn, wholly owns YanGuFang Import and Export Trading (Hainan) Co., Ltd. (“YanGuFang Hainan I&E Trading”).

On February 22, 2021, we formed a new wholly-owned subsidiary, YGF Oats, a limited liability company organized under the laws of the State of Texas in the United States, to develop and grow our business in the United States. In October, 2022, YGF Oats opened a new office in New Jersey, and has commenced sales in the United States since October, 2022.

On February25, 2021, Yanna Technology was formed under the laws of China, which is a wholly-owned subsidiary of WFOE. As of the date of this prospectus, it has not commenced operation yet.

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The chart below summarizes our corporate structure, including our subsidiaries, the VIEs and their subsidiaries, as of the date of this prospectus:

As shown in the above diagram, we wholly own YGF Oats, YanGuFang HK and YanGuFang China. However, we do not have any ownership interest in the VIEs, which accounted for substantially all of our revenue for the fiscal years ended June30, 2022 and 2021. We seek to control the VIEs through our VIE agreements with the VIEs, and the VIE Shareholder, YanGuFang Agroeco Tech. Our Chief Executive Officer and Chairman, Mr.Junguo He, our Chief Technical Officer and Director, Mr.Zhu Sun, and our Chief Operating Officer, Mr.Ya Zhang, are major shareholders of YanGuFang Agroeco Tech, holding 51.75%, 25.50% and 13.75%, respectively, of the equity interests of YanGuFang Agroeco Tech (“YanGuFang Agroeco Tech Shareholders”). The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where the PRC law prohibits direct foreign investment in the operating companies. As a result, investors will not and may never directly hold equity interests in the VIEs. Our current corporate structure and business operations and the market price of our ordinary shares may be affected by the newly enacted PRC Foreign Investment Law which does not explicitly classify whether the VIEs that are controlled through contractual arrangements would be deemed foreign-invested enterprises if they are ultimately “controlled” by foreign investors. Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company YanGuFang Group, and, as a shareholder of YanGuFang Group, you will have an equity interest in an entity which does not have ownership of the VIEs which produce the oat products and generate substantially all of the consolidated revenue. Because we do not have ownership of the VIEs, we must rely on the VIE Shareholder and YanGuFang Agroeco Tech Shareholders to comply with their contractual obligations.

Contractual Arrangements with the VIEs

As part of the reorganization for our initial public offering, on December 20, 2020, YanGuFang China, our WFOE, entered into Exclusive Option Agreements, Exclusive Technology Development, Consulting and Services Agreements, Equity Pledge Agreements and Powers of Attorney with each of the VIEs and the VIE Shareholder (collectively, the “VIE Agreements”), on the substantially similar terms. The VIE Agreements are designed to enable WFOE, among other things, to (i) exercise control over the VIEs and (ii) receive substantially all of the economic benefits of the VIEs. As a result of these contractual arrangements, under U.S. GAAP, we are considered the primary beneficiary of the VIEs for accounting purposes and thus consolidate their results in our consolidated financial statements.

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A summary of the VIE Agreements is set forth below.

Exclusive Option Agreements

Pursuant to the Exclusive Option Agreements, the VIE Shareholder has irrevocably granted WFOE or its designee an exclusive option to purchase all or part of the equity interests of each VIE either at the purchase price of RMB100, or the lowest price permitted by applicable PRC laws if a share valuation is required by PRC law in exercising the option, or upon separate agreements between WFOE and the VIE Shareholder, at a specific amount.

Each VIE has also granted WFOE or its designee an exclusive option to purchase all or part of its assets either at the purchase price of RMB100 or the lowest price permitted by applicable PRC laws, or upon separate agreements between WFOE and each VIE, at a specific amount.

Exclusive Technology Development, Consulting and Services Agreements

Pursuant to the Exclusive Technology Development, Consulting and Services Agreements, WFOE provides each VIE with technology development, consulting and services for which WFOE collects a consulting and service fee (“Service Fee”) quarterly from each VIE. The Service Fee is generally calculated based on the balance between all revenues of each VIE and its related expenses and costs, or, upon separate negotiations of the parties, a specific amount.

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreements, the VIE Shareholder has pledged all of its equity interests of each VIE to WFOE as collateral to guarantee the performance by such shareholder of its obligation to pay the Service Fee under each Exclusive Technology Development, Consulting and Services Agreement. As of the date of this prospectus, all pledge documents have been duly filed with the local government. As a pledgee, WFOE is entitled to receive all dividends and interests in cash or cash equivalents generated from the pledged equity interests of each VIE.

Powers of Attorney

Pursuant to the Powers of Attorney, the VIE Shareholder has irrevocably authorized WFOE or its designee to act as its exclusive agent to exercise all of its rights as a shareholder of each VIE, including, but not limited to, attending shareholder’s meetings and executing shareholder resolutions; exercising all shareholder rights permitted by law or regulated in the articles of associations of VIEs, including without limitation, voting rights, sell, transfer, pledge or dispose of any or all of the shares; nominating, designating or appointing the legal representative, chairman, the directors, supervisors, general manager and other senior management. Unless otherwise provided, with the oral or written instruction of the VIE Shareholder, WFOE is also entitled to allocate, use or otherwise dispose of all cash dividends and non-cash interests generated from the equity interests of each VIE.

The VIE Agreements do not provide us with an equity interest in the VIEs and the VIE structure may be less effective than direct ownership in providing us with control over the VIEs. If any of the VIEs or the VIE Shareholder fails to perform their respective obligations under the VIE Agreements, our recourse to the assets held by the VIEs is indirect and we may have to incur substantial costs to enforce the terms of the arrangements and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. All of these VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these agreements would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce these VIE Agreements. In the event that we are unable to enforce the VIE Agreements, or if we suffer significant time delays or other obstacles in the process of enforcing the VIE Agreements, it would be very difficult to exert effective control over the VIEs as the direct ownership may afford, and our ability to conduct our business and our financial condition and results of operations may be materially and adversely affected. In addition, there are still uncertainties regarding the status of the rights of the Cayman Islands holding company with respect to the VIE Agreements with the VIEs and the VIE Shareholder, and the challenges we may face enforcing the VIE Agreements due to legal uncertainties and jurisdictional limits as the VIE Agreements have not been tested in a court of law. The PRC regulatory authorities could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could

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cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Corporate Structure — We conduct substantially all of our operations through the VIEs, which are established in the PRC, and we rely on the VIE Agreements with the VIEs and the VIE Shareholder to operate our business, which may not be as effective as direct ownership in providing operational control and we may incur substantial costs to enforce the terms of the VIE Agreements, which could result in a material change in our operations and a material change in the value of the securities we are registering for sale, and cause the value of such securities to significantly decline or become worthless” beginning on page 72.

We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal counsel, Beijing Sunland Law Firm, based on its understanding of the relevant laws and regulations, is of the opinion that each of the VIE Agreements is valid, binding and enforceable in accordance with its terms. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents, and thus the determination by the PRC court is less certain than that by a common law court if the regulations regarding certain issue are unclear. Due to the PRC legal system and the unclear regulations regarding the contractual arrangements, there are uncertainties regarding the status of the rights of the Company with respect to its contractual arrangements, and we may face challenges enforcing these contractual agreements due to legal uncertainties and jurisdictional limits. Thus, the PRC governmental authorities may take a view contrary to the opinion of our PRC legal counsel, Beijing Sunland Law Firm. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structure will be adopted or if adopted, what they would provide. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. See “Risk Factors — Risks Related to Our Corporate Structure — The VIE structure poses risks to investors. Investors will not and may never directly hold equity interests in the VIEs. The VIE structure may be less effective than direct ownership and the Company may incur substantial costs to enforce the terms of the VIE Agreement. If the PRC government deems that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries or other laws or regulations of the PRC, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, which may therefore materially reduce the value of our ordinary shares or render it worthless if the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our PRC subsidiary or the VIEs that conduct substantially all of our operations.”

Financial Information Related to the VIEs

The VIEs and their subsidiaries contributed to 100% of our consolidated revenue for the fiscal years ended June 30, 2022 and 2021. The following tables present selected condensed consolidating schedules of YanGuFang Group and its subsidiaries and the VIEs as of and for the fiscal years ended June 30, 2022 and 2021, which have been derived from our audited consolidated financial statements for those years.

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The tables below demonstrate the quantitative metrics of the condensed consolidating schedule that disaggregates operations and depicts the financial position, results of operations and cash flows of YanGuFang Group, its subsidiaries, including WFOE (the primary beneficiary of the VIEs), and the VIEs as of June 30, 2022 and 2021, and for the fiscal years ended June 30, 2022 and 2021.

Condensed Consolidating Schedule — Statement of Operations

	For the Fiscal Year Ended June 30, 2022
	YanGuFangGroup			WFOE and ItsWholly-ownedSubsidiaryYannaTechnology			Subsidiaries**			VIEs*		Eliminations			ConsolidatedTotal
Revenues	$	—		$	—		$	—		$	36,082,316	$	—		$	36,082,316
Cost	$	—		$	—		$	—		$	9,997,509	$	—		$	9,997,509
Gross profit	$	—		$	—		$	—		$	26,084,807	$	—		$	26,084,807
Income (loss) from operations	$	(688,705	)	$	(248	)	$	(1,372	)	$	8,936,639	$	—		$	8,246,314
Income for equity method investment	$	5,738,002		$	—		$	—		$	—	$	(5,738,002	)	$	—
Income from VIE and its subsidiaries	$	—		$	6,439,709		$	—		$	—	$	(6,439,709	)	$	—
Net income (loss)	$	5,738,002		$	6,439,348		$	(1,103	)	$	6,439,709	$	(12,877,954	)	$	5,738,002
Comprehensive income (loss)	$	5,068,005		$	5,722,471		$	(1,060	)	$	5,722,836	$	(11,444,247	)	$	5,068,005

	For the Fiscal Year Ended June 30, 2021
	YanGuFangGroup			WFOE and ItsWholly-ownedSubsidiaryYannaTechnology		Subsidiaries**		VIEs*		Eliminations			ConsolidatedTotal
Revenues	$	—		$	—	$	—	$	29,837,029	$	—		$	29,837,029
Cost	$	—		$	—	$	—	$	8,200,913	$	—		$	8,200,913
Gross profit	$	—		$	—	$	—	$	21,636,116	$	—		$	21,636,116
Income (loss) from operations	$	(142,457	)	$	—	$	—	$	13,033,049	$	—		$	12,890,592
Income for equity method investment	$	10,721,625		$	—	$	—	$	—	$	(10,721,625	)	$	—
Income from VIE and its subsidiaries	$	—		$	10,721,639	$	—	$	—	$	(10,721,639	)	$	—
Net income	$	10,543,554		$	10,721,594	$	31	$	10,721,639	$	(21,443,264	)	$	10,543,554
Comprehensive income	$	11,329,496		$	11,866,863	$	31	$	11,866,909	$	(23,733,803	)	$	11,329,496

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Condensed Consolidating Schedule — Balance Sheet

	As of June 30, 2022
	YanGuFangGroup		WFOE and ItsWholly-ownedSubsidiaryYannaTechnology		Subsidiaries**			VIEs*		Eliminations			ConsolidatedTotal
Cash and restricted cash	$	68,892	$	451,579	$	1,504		$	5,236,977	$	—		$	5,848,952
Total current assets	$	68,892	$	451,579	$	1,504		$	17,015,457	$	(1,872,227	)	$	15,665,205
Investments in subsidiaries and VIEs	$	19,268,988	$	19,112,406	$	—		$	—	$	(38,381,394	)	$	—
Total non-current assets	$	19,268,988	$	19,112,406	$	—		$	49,722,021	$	(38,223,386	)	$	49,880,029
Total assets	$	19,337,880	$	19,563,985	$	1,504		$	66,737,478	$	(40,095,613	)	$	65,545,234
Total liabilities	$	1,417,718	$	451,971	$	2,538		$	47,625,072	$	(1,872,227	)	$	47,625,072
Total shareholders’ equity (deficiency)	$	17,920,162	$	19,112,014	$	(1,034	)	$	19,112,406	$	(38,223,386	)	$	17,920,162
Total liabilities and shareholders’ equity	$	19,337,880	$	19,563,985	$	1,504		$	66,737,478	$	(40,095,613	)	$	65,545,234

	As of June 30, 2021
	YanGuFangGroup		WFOE and ItsWholly-ownedSubsidiaryYannaTechnology		Subsidiaries**		VIEs*		Eliminations			ConsolidatedTotal
Cash and restricted cash	$	7,617,208	$	109	$	3,098,341	$	1,941,213	$	—		$	12,656,871
Total current assets	$	7,617,208	$	109	$	3,098,341	$	15,699,927	$	(11,259,335	)	$	15,156,250
Investments in subsidiaries and VIEs	$	13,395,819	$	13,389,570	$	—	$	—	$	(26,785,389	)	$	—
Total non-current assets	$	13,395,819	$	13,389,570	$	—	$	32,416,669	$	(26,779,125	)	$	32,422,933
Total assets	$	21,013,027	$	13,389,679	$	3,098,341	$	48,116,596	$	(38,038,460	)	$	47,579,183
Total liabilities	$	8,160,870	$	155	$	3,098,310	$	34,727,026	$	(11,259,335	)	$	34,727,026
Total shareholders’ equity	$	12,852,157	$	13,389,524	$	31	$	13,389,570	$	(26,779,125	)	$	12,852,157
Total liabilities and shareholders’ equity	$	21,013,027	$	13,389,679	$	3,098,341	$	48,116,596	$	(38,038,460	)	$	47,579,183

Inter-company Balances

	As of June 30, 2022
	YanGuFangGroup		WFOE and ItsWholly-ownedSubsidiaryYannaTechnology		Subsidiaries**			VIEs*			Eliminations			ConsolidatedTotal
Due from subsidiaries	$	11,483,668	$	—	$	—		$	—		$	(11,483,668	)	$	—
Due to YanGuFang Group	$	—	$	—	$	(11,483,668	)	$	—		$	11,483,668		$	—
Due from VIEs	$	—	$	11,006,378	$	—		$	—		$	(11,006,378	)	$	—
Due to WFOE	$	—	$	—	$	—		$	(11,006,378	)	$	11,006,378		$	—

	As of June 30, 2021
	YanGuFangGroup		WFOE and ItsWholly-ownedSubsidiaryYannaTechnology		Subsidiaries**			VIEs*			Eliminations			ConsolidatedTotal
Due from subsidiaries	$	4,647,310	$	—	$	—		$			$	(4,647,310	)	$	—
Due to YanGuFang Group	$	—	$	—	$	(4,647,310	)	$	—		$	4,647,310		$	—
Due from VIEs	$	—	$	1,548,845	$	—		$	—		$	(1,548,845	)	$	—
Due to WFOE	$	—	$	—	$	—		$	(1,548,845	)	$	1,548,845		$	—

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Condensed Consolidating Schedule — Statement of Cash Flows

	For the Fiscal Year Ended June 30, 2022
	YanGuFangGroup			WFOE and ItsWholly-ownedSubsidiaryYannaTechnology			Subsidiaries**			VIEs*			Eliminations			ConsolidatedTotal
Net cash (used in) provided by operating activities	$	(700,244	)	$	(360	)	$	(1,103	)	$	3,391,759		$	—		$	2,690,052
Net cash used in investing activities	$	(6,685,329	)	$	(9,317,235	)	$	(3,098,000	)	$	(14,931,322	)	$	19,100,564		$	(14,931,322	)
Net cash provided by (used in) financing activities	$	(157,671	)	$	9,783,680		$	—		$	15,191,055		$	(19,100,564	)	$	5,716,500
Inter-company cash transfers:
Transfer from YanGuFang Group to WFOE	$	(6,689,977	)	$	6,687,653		$	2,324		$	—		$	—		$	—
Transfer from Subsidiaries to WFOE	$	—		$	3,098,000		$	(3,098,000	)	$