الإحصائيات الأساسية
| CIK | 1807389 |
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 Pop Culture Group Co., Ltd
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 28, 2025 |
Exhibit 99.1 Companies Act (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF Pop Culture Group Co., Ltd 华流文化集团有限公司 (Adopted by Special Resolution passed on 25 August 2025) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Pop Culture Group Co., Ltd 华流文化集团有限公司 (Adopted by Special Resolution passed on 25 August 202 |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd (Registrant’s Name) Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Re |
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| July 31, 2025 |
Exhibit 99.2 PROXY Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China EXTRAORDINARY MEETING OF SHAREHOLDERS AUGUST 25, 2025 YOUR VOTE IS IMPORTANT FOLD AND DETACH HERE THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2025. The u |
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| July 31, 2025 |
Exhibit 99.1 POP CULTURE GROUP CO., LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: CPOP) NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “Meeting”) of Pop Culture Group Co., (the “Company”) will be held on August 25, 2025, at 9:30 A.M., Eastern Time (August 25, 2025, at 9:30 P.M., local tim |
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| July 31, 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 July 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd (Registrant’s Name) Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Repu |
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| July 9, 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 July 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pri |
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| July 9, 2025 |
Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE O |
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| July 9, 2025 |
Exhibit 10.2 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE O |
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| June 30, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 Management’s discussion and analysis of the financial condition and results of operations of Pop Culture Group Co., Ltd (the “Company,” “we,” “our,” or “us”) for six months ended December 31, 2024 is set forth below: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of oper |
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| June 30, 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 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number 001-40543 POP CULTURE GROUP CO., LTD (Translation of registrant’s name into English) Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Pr |
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| April 22, 2025 |
Exhibit 10.3 终止协议 Termination Agreement 本终止协议（下称“本协议”）由以下各方于2025年4月3日在中华人民共和国（下称“中国”）厦门签订： This Termination Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): （1） 合利恒文化有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为中国（福建）自由贸易试验区厦门片区象屿路93号厦门国际航运中心C栋4层431单元B之五 （“股份购买权人”）。 Heliheng Culture Co., Ltd., a wholly fore |
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| April 22, 2025 |
Exhibit 10.11 配偶同意函 Spousal Consent 本人，[Name of Spouse]（身份证件号码：[ID Card No. of Spouse]），系[Name of Shareholder]（身份证件号码：[ ID Card No. of Shareholder]）（“本人配偶”）的合法配偶。本人在此无条件且不可撤销地同意本人配偶于2025年4月3日签署下列交易文件（“交易文件”），并同意其根据交易文件的相关条款，处置登记于本人配偶名下并为其所拥有的厦门普普文化股份有限公司（“公司”）的股份： The undersigned, [Name of Spouse] (Identification No. of Spouse), is the legal spouse of [Name of Shareholder] (Identification No. of S |
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| April 22, 2025 |
独家服务协议 Exclusive Services Agreement Exhibit 10.7 独家服务协议 Exclusive Services Agreement 本独家服务协议下称“本协议”）由以下双方于2025年4月3日在中华人民共和国（下称“中国”）厦门签署： This Exclusive Services Agreement (“this Agreement”) is made and entered into by and between the following Parties on April 3, 2025 in Xiamen, the People’s Republic of China (“China” or “PRC”): 甲方：福建华流文体产业发展有限公司 Party A: Fujian Hualiu Cultural and Sports Industry Development Co., Ltd. 地址：厦门市集美区西滨路5 |
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| April 22, 2025 |
Exhibit 10.5 终止协议 Termination Agreement 本终止协议(下称“本协议”)由以下各方于2025年4月3日在中华人民共和国(下称“中国”)厦门签订： This Termination Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): (1) 合利恒文化有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为中国(福建)自由贸易试验区厦门片区象屿路93号厦门国际航运中心C栋4层431单元B之五 (“质权人”)。 Heliheng Culture Co., Ltd., a wholly foreign |
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| April 22, 2025 |
Exhibit 10.4 终止协议 Termination Agreement 本终止协议(下称“本协议”)由以下各方于2025年4月3日在中华人民共和国(下称“中国”)厦门签订： This Termination Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): (1) 合利恒文化有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为中国(福建)自由贸易试验区厦门片区象屿路93号厦门国际航运中心C栋4层431单元B之五 (“质权人”)。 Heliheng Culture Co., Ltd., a wholly foreign |
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| April 22, 2025 |
Exhibit 10.6 终止协议 Termination Agreement 本《终止协议》（下称“本协议”）由以下双方于2025年4月3日在中华人民共和国（下称“中国”）厦门签署： This Termination Agreement (the “Agreement”) is made and entered into as of April 3, 2025, by and between: Party A: Heliheng Culture Co (“this Agreement”) is made and entered into by and between the following Parties on April 3, 2025 in Xiamen, the People’s Republic of China (“China” or “PRC”): 甲方：合利恒文化有限公 |
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| April 22, 2025 |
Exhibit 10.9 独家购买权协议 Exclusive Option Agreement 本独家购买权协议(下称“本协议”)由以下各方于2025年4月3日在中华人民共和国(下称“中国”)厦门签订： This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): (1) 福建华流文体产业发展有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为厦门市集美区西滨路52号712室之八 (“股份购买权人”)。 Fujian Hualiu Cultural and Sports Industry De |
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| April 22, 2025 |
Exhibit 10.10 授权委托书 Power of Attorney 本人，[Name]，中国公民，身份证号码为[ID Card No.]，为持有厦门普普文化股份有限公司（“公司”） [Percentage]%的股份（“股份”）的股东（“股东”），特此不可撤销地授权福建华流文体产业发展有限公司（“WFOE”）在本授权委托书的有效期内行使如下权利： The undersigned, [Name], a Chinese citizen with Chinese Identification Card No.: [ ID Card No.], which is the registered shareholder (the “Shareholder”) of [Percentage] % shares (the “Shareholding)” in Xiamen Pop Culture C |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China (Addr |
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| April 22, 2025 |
Exhibit 10.8 股份质押协议 Share Pledge Agreement 本股份质押协议(下称“本协议”)由以下各方于2025年4月3日在中华人民共和国(下称“中国”)厦门签订： This Share Pledge Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): (1) 福建华流文体产业发展有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为厦门市集美区西滨路52号712室之八(“质权人”)。 Fujian Hualiu Cultural and Sports Industry Development Co., |
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| April 22, 2025 |
Exhibit 10.1 终止协议 Termination Agreement 本《终止协议》（下称“本协议”）由以下双方于2025年4月3日在中华人民共和国（下称“中国”）厦门签署： This Termination Agreement (the “Agreement”) is made and entered into as of April 3, 2025, by and between: Party A: Heliheng Culture Co (“this Agreement”) is made and entered into by and between the following Parties on April 3, 2025 in Xiamen, the People’s Republic of China (“China” or “PRC”): 甲方：合利恒文化有限公 |
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| April 22, 2025 |
Exhibit 10.2 终止协议 Termination Agreement 本终止协议（下称“本协议”）由以下各方于2025年4月3日在中华人民共和国（下称“中国”）厦门签订： This Termination Agreement (“this Agreement”) is executed by and among the Parties below as of April 3, 2025, in Xiamen, the People’s Republic of China (“China” or “PRC”): （1） 合利恒文化有限公司，一家依据中国法律设立并存续的外商独资企业，注册地址为中国（福建）自由贸易试验区厦门片区象屿路93号厦门国际航运中心C栋4层431单元B之五 （“股份购买权人”）。 Heliheng Culture Co., Ltd., a wholly fore |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China (Addr |
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| March 21, 2025 |
Pop Culture Group Co., Ltd Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 Pop Culture Group Co., Ltd Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency XIAMEN, China, March 21, 2025 /PRNewswire/ — Pop Culture Group Co., Ltd (“Pop Culture” or the “Company”) (Nasdaq: CPOP), a hip-hop culture company headquartered in China, today announced that the Company received a notification letter (the “Notification Letter”) from the Listing Qualificatio |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China (A |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China (A |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Province The People’s Republic of China (A |
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| February 5, 2025 |
Exhibit 10.1 |
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| January 13, 2025 |
Exhibit 99.1 POP CULTURE GROUP CO., LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: CPOP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “AGM”) of Pop Culture Group Co., Ltd (the “Company”) will be held on February 10, 2025, at 9:30 a.m., Eastern Time, at Room 1207-08, No. 2488 Huandao East Road, |
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| January 13, 2025 |
Exhibit 99.2 Pop Culture Group Co., Ltd Annual General Meeting of Shareholders February 10, 2025 9:30 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POP CULTURE GROUP CO., LTD The undersigned shareholder of Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of the Shareholders |
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| January 13, 2025 |
6-K 1 ea0227321-01.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 1207-08, No. 2488 Huandao East Road Huli District, Xiamen City, Fujian Provi |
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| December 17, 2024 |
Pop Culture Group Co., Ltd Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Ms. Alyssa Wall December 17, 2024 Re: Pop Culture Group Co., Ltd Registration Statement on Form F-3 (File No. 333-283606) Filed December 4, 2024 Dear Ms. Wall: Pursuant to Rule 461 under the Securities Act of 193 |
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| December 4, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Pop Culture Group Co. |
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| December 4, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 4, 2024 As filed with the U.S. Securities and Exchange Commission on December 4, 2024 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or |
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| November 15, 2024 |
Exhibit 4.13 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Comprehensive credit line contract Number: 0304202310074726 Debtor (A): Xiamen Pop Culture Co., Ltd.: Unit 836, No. 5, Muhu Road, Huli District, Xiamen C |
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| November 15, 2024 |
Exhibit 4.23 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Contract Number: 0360200111-2023 (Fangcun) No. 02845 Business Fast Loan Contract (2021 Legal person network signed version) Special note: This contract i |
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| November 15, 2024 |
Exhibit 2.3 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as Amended (the “Exchange Act”) Class A ordinary shares, par value $0.01 per share (“Class A Ordinary Shares”), of Pop Culture Group Co., Ltd (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital Market, and in connection with this listing (b |
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| November 15, 2024 |
Exhibit 4.15 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. 2023年3月版 Serial Number: DGSX2023062962 Credit Line Agreement Recipients: Xiamen Pupu Culture Co., Ltd., Huang Zhuoqin, Wei Lia Creditor: Xiamen Bank Co., |
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| November 15, 2024 |
Exhibit 4.32 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. No.: Z2437LN15655480 Working capital loan contract 1 Bank of Communications Co., LTD., Xiamen Branch 2 No.: Z2437LN15655480 Working capital loan contract |
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| November 15, 2024 |
Exhibit 4.17 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Working capital loan contract Serial number: PDK476780120230827 Borrower: Guangzhou Shuzhi Culture Communication Co., Ltd. Unified Social Credit Code: 91 |
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| November 15, 2024 |
Exhibit 4.19 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Maximum Guarantee Contract No. : PBZ476780120230738 Guarantor: Xiamen Pupu Culture Co., LTD Unified Social Credit code: 91350206798065312U Legal represen |
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| November 15, 2024 |
Exhibit 4.28 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Xiame Software Park Housing Lease Contract Party A (lessor): Xiamen Information Group Co., LTD Party B (lessee): Xiamen Pop Network Technology Co., LTD I |
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| November 15, 2024 |
Pop Culture Group Co., Ltd COMPENSATION RECOVERY POLICY Effective November 29, 2023 Exhibit 97.1 Pop Culture Group Co., Ltd COMPENSATION RECOVERY POLICY Effective November 29, 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 national securities exchange (the “Exchange”) on which the securities of Pop Culture Group Co., Ltd (the “Company”) are listed, the Company’s |
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| November 15, 2024 |
Exhibit 4.16 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. July 2023 edition Working Capital Loan Contract No.20235034, Jinshan Tributary, Xingyinsha Lender: Industrial Bank Co., LTD. Xiamen Branch Xingye Buildin |
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| November 15, 2024 |
12,13/F, Block B, China Resources Building, Exhibit 15.2 12,13/F, Block B, China Resources Building, No. 95 Hubin East Road, Siming District, Xiamen, Fujian, 361000, P.R.China Tel: (86592) 2613-399, 2966-066 Fax: (86592) 2965-566 https://www.allbrightlaw.com/ November 15, 2024 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China RE: Consent of the People’s Repu |
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| November 15, 2024 |
Exhibit 4.22 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Working Capital Loan Contract (Applicable to ZHONGYINJIELITONGBAO products) Number: PDK476780120240487 Borrower: Guangzhou Shuzhi Communication Culture C |
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| November 15, 2024 |
Exhibit 4.24 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Contract Number: 0360200111-2022 Fangcun (Baozi) No. 0153 Maximum Amount Guarantee Contract Important note: This contract is concluded by the parties thr |
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| November 15, 2024 |
Exhibit 4.14 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Comprehensive credit line contract Number: 0304202402279277 Debtor (A): Xiamen Pop Culture Co., Ltd.: Unit 836, No. 5, Mucuo Road, Huli District, Xiamen |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| November 15, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-266130), as amended, of our report dated November 15, 2024 with respect to the consolidated balance sheets of Pop Culture Group Co., Ltd, its subsidiaries, and its variable interest entity as of June 30, 2024, and the rela |
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| November 15, 2024 |
Exhibit 1.1 Companies Act (Revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF POP CULTURE GROUP CO., LTD 普 普 文 化 集 團 育 限 公司 (Adopted by Special Resolution passed on 26 March 2024) www.verify.gov.ky File#: 358728 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Pop Culture Group Co., Ltd 普 普 文化 集 园 有 限 公司 (Adopted |
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| November 15, 2024 |
Exhibit 4.21 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. Working Capital Loan Contract No. : PDK476780120240420 Borrower: Guangzhou Shuzhi Communication Culture Co., LTD Unified Social Credit code 91440101MA5CK |
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| November 15, 2024 |
Exhibit 4.18 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. mortgage contract of maximum amount No.: PDY476780120230380 Mortgagor: Guangzhou Shuzhi Communication Culture Co., LTD Unified social credit code: 914401 |
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| November 15, 2024 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhuoqin Huang, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the stat |
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| November 15, 2024 |
Exhibit 4.20 Please note that these documents are English translations of the original Chinese versions prepared only for your convenience. In the case of any discrepancy between the translation and the Chinese original, the latter shall prevail. 广州数智传播文k有限公司- PDK476780120230897 Working capital loan contract Serial number: PDK476780120230897 Borrower: Guangzhou Digital Intelligent Communication Cu |
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| November 15, 2024 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yunzhu Chen, Chief Financial Officer of the Company, certify, p |
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| November 15, 2024 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yunzhu Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the statem |
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| November 15, 2024 |
Exhibit 2.1 SHARE CERTIFICATE Number Shares POP CULTURE GROUP CO., LTD 普普文化集团有限公司 THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid Class A Ordinary Share(s) of USD0.01 par value per share in the above named Company which are held subject to, and transferable in accordance with, the Memorandum and Articles of Associatio |
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| November 15, 2024 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhuoqin Huang, Chief Executive Officer of the Company, certify, |
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| October 30, 2024 |
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: June 30, 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 Period |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of p |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of p |
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| August 7, 2024 |
Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE O |
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| July 12, 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 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pri |
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| July 2, 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 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pr |
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| June 12, 2024 |
发行股票收购协议 Stock Purchase Agreement Exhibit 10.1 发行股票收购协议 Stock Purchase Agreement 甲 方： Pop Culture (HK) Holding Limited Party A: Pop Culture (HK) Holding Limited 乙 方： 郑少容 Party B: Zheng Shaorong 签订日期： 2024 年 5 月 29 日 Date of signing: 2024 / 5 / 29 发行股票收购协议 Stock Purchase Agreement 甲方：Pop Culture (HK) Holding Limited 授权代表：黄卓勤 乙方：郑少容 Party A: Pop Culture (HK) Holding Limited Authorized Representative: Huang Zhuoqin Party B: Zheng Sha |
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| June 12, 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 June 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pr |
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| June 4, 2024 |
Exhibit 99.1 POP CULTURE GROUP CO., LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: CPOP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Pop Culture Group Co., Ltd (the “Company”) will be held on June 28, 2024, at 9:30 a.m., Eastern Time, at 3rd Floor, No. 168 Fengqi Road, Jimei Dis |
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| June 4, 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 June 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pri |
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| June 4, 2024 |
Exhibit 99.2 Pop Culture Group Co., Ltd Annual General Meeting of Shareholders June 28, 2024 9:30 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POP CULTURE GROUP CO., LTD The undersigned shareholder of Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of the Shareholders (the |
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| May 16, 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 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pri |
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| May 8, 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 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number 001-40543 POP CULTURE GROUP CO., LTD (Translation of registrant’s name into English) 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province Peo |
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| May 8, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 Management’s discussion and analysis of the financial condition and results of operations of Pop Culture Group Co., Ltd (the “Company,” “we,” “our,” or “us”) for six months ended December 31, 2023 is set forth below: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of oper |
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| May 8, 2024 |
Exhibit 99.3 Pop Culture Announces Improvement in Overall Operations During the Six Months Ended December 31, 2023 XIAMEN, China, May 8, 2024 /PRNewswire/ - In 2022, Pop Culture Group Co., Ltd (“Pop Culture,” or the “Company,” stock code: CPOP) unveiled its plan of conducting digital collection sales through its own WeChat account. According to the interim financial report for the six months ended |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of p |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission file number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pr |
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| March 21, 2024 |
Exhibit 10.1 Subscription Agreement This subscription agreement (this “Subscription”) is dated , 2024, by and between the investor identified on the signature page hereto (the “Investor”) and Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”). The parties agree as follows: 1. Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Compan |
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| March 19, 2024 |
1,500,000 Class A Ordinary Shares Pop Culture Group Co., Ltd Filed pursuant to Rule 424(b)(5) Registration No. 333-266130 Prospectus Supplement (To Prospectus dated November 4, 2022) 1,500,000 Class A Ordinary Shares Pop Culture Group Co., Ltd This is an offering of the securities of Pop Culture Group Co., Ltd, a Cayman Islands holding company. Unless otherwise stated, as used in this prospectus, references to “we,” “us,” “our,” “Pop Culture Group,” and the |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission file number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pr |
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| March 1, 2024 |
Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.2 Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The undersigned shareholder of the Company, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Meeting”) and the Proxy Statement, each dated March 1, 2024, and hereby appoints of or, if no person is otherwise specified, the chairman of the Me |
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| March 1, 2024 |
Exhibit 99.1 Pop Culture Group Co., Ltd (incorporated in the Cayman Islands with limited liability) (Nasdaq: CPOP) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the shareholders of Pop Culture Group Co., Ltd (the “Company”) will be held on March 26, 2024, at 9:00 a.m., Eastern Time at 3rd Floor, No. 168 Feng |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| January 16, 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 January 2024 Commission file number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of |
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| January 16, 2024 |
Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.2 Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The undersigned shareholder of the Company, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Meeting”) and the Proxy Statement, each dated January 16, 2024, and hereby appoints of or, if no person is otherwise specified, the chairman of the |
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| January 16, 2024 |
Exhibit 99.1 Pop Culture Group Co., Ltd (incorporated in the Cayman Islands with limited liability) (Nasdaq: CPOP) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the shareholders of Pop Culture Group Co., Ltd (the “Company”) will be held on February 5, 2024, at 9:00 a.m., Eastern Time at 3rd Floor, No. 168 Fe |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| October 31, 2023 |
Exhibit 4.23 notice to take delivery (2019) Industrial and Commercial Bank of China Limited Guangzhou Fangcun Sub-branch According to the Operation Loan Contract (hereinafter referred to as “Loan Contract”) signed by us and your bank on September 23:0360200111-2022,01 6 22 (Fangcun), we have fully implemented the preconditions stipulated in the loan contract, and hereby issue the following withdra |
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| October 31, 2023 |
Exhibit 4.32 |
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| October 31, 2023 |
Enterprise self-help loan business quota contract Exhibit 4.25 Enterprise self-help loan business quota contract No.: 120DFP20230330ED291 Important note: Dear customer, in order to protect your rights and interests, please read the full text of this contract carefully before signing this contract, especially the bold terms. If you have any doubt, please ask us to explain it in time. If you / your company still have questions or uncertainties, ple |
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| October 31, 2023 |
Exhibit 4.39 Equity transfer agreement Transferor: Shenzhen Pop Digital Industry Development Co., LTD. (hereinafter referred to as Party A) Address: Shenzhen Bay, No.10, Gaoxin South 9th Road, High-tech Zone Community, Yuehai Street, Nanshan District, Shenzhen City, Guangdong Province A 1104, Building 10, science and Technology Ecological Park ID Card number / Unified social credit code: [*] trans |
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| October 31, 2023 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Renrong Zhu, Chief Financial Officer of the Company, certify, p |
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| October 31, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-266130) of our report dated November 10, 2021, relating to the consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows of Pop Culture Group Co., Ltd for the year ended June 30, 2021 |
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| October 31, 2023 |
Bank of Xiamen Xiamen Bank Credit line agreement Exhibit 4.11 No.: DGSX2023062962 Bank of Xiamen Xiamen Bank Credit line agreement addressee: Xiamen Pop Culture Co., Ltd., Huang Zhuoqin, Wei Liya Credit Grantor: Bank of Xiamen Co., Ltd In accordance with the Commercial Banking Law of the People's Republic of China and other relevant laws and regulations, both parties are equal, voluntary and in good faith Principles, upon consensus, this agreeme |
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| October 31, 2023 |
Maximum amount guarantee contract Exhibit 4.22 Contract No.: 0360200111-2022 Fangcun (Bao) Zi No.0153 Maximum amount guarantee contract Important: This contract is concluded by all parties on the basis of equality and voluntary negotiation. All the terms of this contract are true expressions of the intention of both parties. In order to safeguard the legitimate rights and interests of the guarantor, the creditor hereby asks the gu |
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| October 31, 2023 |
Working capital loan contract No.: Xingyin XiBranch 20225029 Exhibit 4.19 The December, 2021, edition Working capital loan contract No.: Xingyin XiBranch 20225029 Lender: Industrial Bank Co., Ltd., Xiamen Branch Address: Xingye Building, No.78, Hubin North Road, Xiamen City Legal representative / Person in charge: You 5 Borrower: Xiamen Pupu Culture Co., LTD dwelling place: Unit 836, No.5 mucuo Road, Huli District, Xiamen city Legal representative / Person |
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| October 31, 2023 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Renrong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the statem |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| October 31, 2023 |
Network promotion service contract Exhibit 4.43 Network promotion service contract Contract No.: 2022-XX-11-002 Party A, Xiamen Pupu Culture Co., LTD Contact person: Lin Xiaoji Tel.: 0592-5968189 WeChat ID: / Address : 3rd Floor, No.168, Fengqi Road, Jimei District, Xiamen City zip code :/ fax NO:/ Electronic mail f Party B: Xiamen Jingsi Network Technology Co., LTD Contact person: Coanne Tel.: 0592-5028922 WeChat ID: / Address : U |
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| October 31, 2023 |
Information technology service contract Exhibit 4.44 Information technology service contract Contract No.: 2023-SL-01-003 Party A: Xiamen Pop Digital Technology Co., LTD Contact person: Lin Xiaocheng Tel.: 18060979708 | WeChat ID: Address : Room 2,304, No.168, Fengqi Road, Software Park, Torch High-tech Zone, Xiamen zip code : fax NO: E-mail: QQ number: Party B: Sang (Xiamen) network technology Contact person: Coanne Tel.: 0592-5028922 |
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| October 31, 2023 |
Brand authorization, commission and agency agreement Exhibit 4.28 Brand authorization, commission and agency agreement Party A (Principal): Pu Culture Group Co., LTD. (” Pop Culture Group Co.,Ltd”) take part in Party B (agent): WANYEE TRADING COMPANY LIMITED After careful negotiation, both parties, in accordance with the relevant laws of China, sign the following agency agreement on matters related to party B’s agent negotiation with Party A and “St |
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| October 31, 2023 |
Exhibit 4.34 Party A: Xiamen Information Group Ltd. Party B: Xiamen Pop Digital Technology Co., LTD In accordance with relevant laws and regulations, party A and Party B reach an agreement through friendly negotiation and hereby conclude this Contract for mutual compliance. Article 1 Location, area, function and use of the lease 1.1 Party A leases Unit 303 (hereinafter referred to as the Lease), F |
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| October 31, 2023 |
Integrated marketing and promotion service contract Exhibit 4.40 Integrated marketing and promotion service contract contract NO: Party A: Zhejiang Liangxiao Culture and Media Co., LTD Contact person: Wu Hao Tel.: 15058476984 I WeChat ID: Address: 1601, Hengda gao Building, South Business District, I District, Ningbo City, Zhejian Provinceg zip code : fax NO: E-mail: [email protected] QQ number: Party B: Guangzhou Shuzhi Communication Culture Co., L |
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| October 31, 2023 |
The Policy Consulting Services Agreement Exhibit 4.27 The Policy Consulting Services Agreement Party A: Guangzhou Taiji Advertising Co., LTD Party B: Guangzhou Shuzhi Communication Culture Co., LTD According to the Civil Code of the People’s Republic of China, the Advertising Law of the People’s Republic of China and other relevant provisions. Based on the principle of equal cooperation and mutual benefit, party A and Party B hereby ente |
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| October 31, 2023 |
Yang Zongwei 2022 individual performance contract Exhibit 4.30 Yang Zongwei 2022 individual performance contract Party A: (hereinafter referred to as Party A) Pop Culture Group Co., Ltd. Pu Culture Group Co., Ltd Party B: (hereinafter referred to as Party B) BO JIE GUO JI YU LE YOU XIAN GONG SI pliers International Entertainment Co., LTD in view of: Party A and Party B cooperate in good faith and agree on relevant matters related to Party A as th |
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| October 31, 2023 |
Brand authorization, commission and agency agreement Exhibit 4.29 Brand authorization, commission and agency agreement Party A (Principal): Pu Culture Group Co., LTD. (” Pop Culture Group Co., Ltd”） take part in Party B (agent): LIHE TRADING LIMITED After careful negotiation, both parties shall act as Party B for Party A and the United States in accordance with the relevant laws of China “Fear Of God” brand owners negotiate matters related to brand |
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| October 31, 2023 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhuoqin Huang, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the stat |
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| October 31, 2023 |
Letter of entrustment and guarantee commitment Exhibit 4.24 Letter of entrustment and guarantee commitment No.: 0360200111-2022 Fangcun (Bao) Zi No.0152 To Guangzhou Financing Reguarantee Co., LTD.: Given the industrial and commercial bank of China co., LTD., Guangzhou fangcun branch (hereinafter referred to as “financial institutions”) will sign with the company the management fast loan contract (number: 0360200111-2022 (fangcun) bear fast lo |
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| October 31, 2023 |
Insider Trading Compliance Manual POP CULTURE GROUP CO., LTD Adopted February 26, 2021 Exhibit 11.2 Insider Trading Compliance Manual POP CULTURE GROUP CO., LTD Adopted February 26, 2021 In order to take 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 Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”) has adopted the po |
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| October 31, 2023 |
Exhibit 4.41 Content introduction contract Project name: Grain soybean Children Content Cooperation Agreement Party A: Guangdong Hongshi Digital Media Co., LTD Party B: Guangzhou Shu zhi Communication Culture Co., LTD. Signed on: January 1st, 2023 VOD program content cooperation agreement Party A: Guangdong Hongshi Digital Media Co., LTD Party B: Guangzhou Shuzhi Communication Culture Co., LTD Par |
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| October 31, 2023 |
Shenzhen Municipal Housing and Construction Bureau system 2O19 November Exhibit 4.38 Contract No. (Party A): STY-ZLHT-YF-202202-000006 Contract No. (Party B) : Shenzhen city housing rental Contract Shenzhen Municipal Housing and Construction Bureau system 2O19 November explain 1. This contract is a model text. When signing the contract, the parties may adjust the corresponding contents of the contract within the scope stipulated by relevant laws and regulations and ac |
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| October 31, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Amendment No.4 to the Registration Statement on Form F-3, under the Securities Act of 1933 (File No. 333-266130) of our report dated October 31, 2023 with respect to the consolidated balance sheets of Pop Culture Group Co., Ltd, its subsidiaries, and its variable intere |
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| October 31, 2023 |
12,13/F, Block B, China Resources Building, Exhibit 15.3 12,13/F, Block B, China Resources Building, No.95 Hubin East Road, Siming District, Xiamen, Fujian, 361000, P.R.China Tel:（86592）2613-399、2966-066 Fax:（86592）2965-566 https://www.allbrightlaw.com/ October 31, 2023 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China RE: Consent of the People’s Republic of |
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| October 31, 2023 |
Exhibit 4.33 |
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| October 31, 2023 |
Exhibit 4.36 Xiamen Software Park accelerator space lease contract (Unit 304, Floor 3, No.168, Fengqi Road, Software Park, Phase III, Torch High-tech Zone, Xiamen, R & D Building) number: Party A (lessor): Xiamen Information Group Co., LTD Party B (lessee): Xiamen Pop Network Technology Co., LTD In accordance with the provisions of relevant laws and regulations, party A and Party B reach an agreem |
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| October 31, 2023 |
Xiamen Software Park accelerator space lease contract Exhibit 4.35 Xiamen Software Park accelerator space lease contract (Unit 301, Floor 3,168, Fengqi Road, Software Park, Phase III, R & D Building) No.: Party A (Lessor): Xiamen Information Group Co., LTD Party B (lessee): Xiamen Pop Culture Co., LTD In accordance with relevant laws and regulations, party A and Party B reach an agreement through friendly negotiation and hereby conclude this Contract |
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| October 31, 2023 |
Exhibit 4.31 |
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| October 31, 2023 |
Maximum amount of irrevocable guarantee Exhibit 4.26 Important note: Dear customer, in order to protect your rights and interests, please read the full text of this Guaranty and the Enterprise Self-help Loan Line Contract carefully before signing this guarantee, especially the bold terms. If you have any doubt, please ask us to explain it in time. If you / your company still have questions or uncertainties, please consult you / your law |
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| October 31, 2023 |
Exhibit 4.16 Guangzhou Digital Communication Culture Co., Ltd. -GDK476780120220306 Working capital loan contract (Suitable for “BOC Relay Tongbao” products) No.: GDK476780120220306 borrower: Guangzhou Shuzhi Communication Culture Co., LTD Unified social credit code: [*] Legal representative / responsible person: Huang tall and erect diligent Address: Room 1101, No.156, South Zhou Road, Haizhu Dist |
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| October 31, 2023 |
Network promotion service contract Exhibit 4.42 Network promotion service contract Contract No.: JzYQ-XS-Joll I Party A: Xiamen Pop Digital Technology Co., LTD Contact person: Lin Xiaoxia Tel. : 18060979708 WeChat ID; Address: Room 2,304, No.168, Fengqi Road, Phase III, Software Park, Torch High-tech Zone, Xiame zip code: fax NO: E-mail: QQ number: Party B: Xiamen Jiuzhou Yuanqi Media Co., LTD Contact person: Coanne telephone : WeC |
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| October 31, 2023 |
Guangzhou city stock housing sales contract Exhibit 4.37 Contract No.: No.2210006357X Guangzhou city stock housing sales contract Page 1 of 8 Stock housing sales contract description 1. Before the signing of this contract, the parties shall carefully read all the terms of this contract and fully negotiate with them. If the terms and words of the contract are inconsistent, they shall reach a consensus through consultation and may clearly agr |
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| October 31, 2023 |
Working capital loan contract No.: Xingyin XiBranch 20225028 Exhibit 4.18 The December, 2021, edition Working capital loan contract No.: Xingyin XiBranch 20225028 Lender: Industrial Bank Co., Ltd Xiamen branch dwelling place: Xingye Building, No.78, Hubin North Road, Xiamen city Legal representative / Person in charge: borrower: Xiamen Pupu Culture Co., Ltd dwelling place: 836, No. 5 mucuo Road, Huli District, Xiamen city Legal representative / Person in ch |
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| October 31, 2023 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhuoqin Huang, Chief Executive Officer of the Company, certify, |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission file number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| September 22, 2023 |
Exhibit 99.1 Pop Culture Group Co., Ltd (incorporated in the Cayman Islands with limited liability) (Nasdaq: CPOP) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the shareholders of Pop Culture Group Co., Ltd (the “Company”) will be held on October 9, 2023, at 9:00 a.m., Eastern Time at 3rd Floor, No. 168 Fen |
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| September 22, 2023 |
Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Exhibit 99.2 Pop Culture Group Co., Ltd (the “Company”) PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The undersigned shareholder of the Company, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Meeting”) and the Proxy Statement, each dated September 22, 2023, and hereby appoints of or, if no person is otherwise specified, the chairman of t |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address o |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pr |
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| June 8, 2023 |
Exhibit 99.2 Pop Culture Group Co., Ltd Annual General Meeting of Shareholders June 30, 2023 10:00 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POP CULTURE GROUP CO., LTD The undersigned shareholder of Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of the Shareholders (th |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China (Address of pri |
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| June 8, 2023 |
Exhibit 99.1 POP CULTURE GROUP CO., LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: CPOP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Pop Culture Group Co., Ltd (the “Company”) will be held on June 30, 2023, at 10:00 a.m., Eastern Time, at 3rd Floor, No. 168 Fengqi Road, Jimei Di |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40543 Pop Culture Group Co., Ltd (Translation of Registrant’s Name into English) 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province |
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| May 4, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 Management’s discussion and analysis of the financial condition and results of operations of Pop Culture Group Co., Ltd. (the “Company,” “we,” “our,” or “us”) for the semi-annual period ended December 31, 2022 is set forth below: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and re |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001-40543 POP CULTURE GROUP CO., LTD (Translation of registrant’s name into English) 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province Peo |
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| November 21, 2022 |
Pop Culture Group Co., Ltd Receives Nasdaq Notification Regarding Minimum Bid Price Exhibit 99.1 Pop Culture Group Co., Ltd Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency XIAMEN, China, November 21, 2022 /PRNewswire/ - Pop Culture Group Co., Ltd (?Pop Culture? or the ?Company?) (Nasdaq: CPOP), a hip-hop culture company headquartered in China, received notification (the ?Notification Letter?) from The Nasdaq Stock Market LLC (?Nasdaq?), dated November 17, 2022 |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People?s Republic of China (Address of |
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| November 16, 2022 |
Pop Culture Group Co., Ltd Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Alyssa Wall Donald Field November 16, 2022 Re: Pop Culture Group Co., Ltd Registration Statement on Form F-3, as amended (File No. 333-266130) Initially Filed July 14, 2022 Ladies and Gentlemen: Pursuant to Rule |
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| November 4, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 4, 2022 As filed with the U.S. Securities and Exchange Commission on November 4, 2022 Registration No. 333-266130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdicti |
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| October 28, 2022 |
Exhibit 4.21 Loan Agreement This contract is entered into by and between the lender and the borrower on an equal and voluntary basis according to law. In order to safeguard the legitimate rights and interests of the borrower, the lender hereby requests the borrower to pay full attention to all the provisions concerning the rights and obligations of both parties, especially the contents in bold typ |
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| October 28, 2022 |
Certification of 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, Renrong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the statem |
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| October 28, 2022 |
Exhibit 4.19 Occupancy Service Agreement (*The English content is for reference only, the actual legal benefit is mainly the original) This Agreement is entered into by and between the following parties in Jimei District, Xiamen City on January 25, 2022. Party A: Qingwa Incubator Co., Ltd Address: Unit 104, No. 168 Fengqi Road, Phase III Software Park,Xiamen Legal Representative/Authorized Represe |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| October 28, 2022 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Renrong Zhu, Chief Financial Officer of the Company, certify, p |
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| October 28, 2022 |
Pop Culture Group Co., Ltd Reports Fiscal Year 2022 Financial Results Exhibit 99.1 Pop Culture Group Co., Ltd Reports Fiscal Year 2022 Financial Results XIAMEN, China, October 28, 2022 /PRNewswire/ - Pop Culture Group Co., Ltd (?Pop Culture? or the ?Company?) (Nasdaq: CPOP), a hip-pop culture company in China, today reported its financial results for the fiscal year ended June 30, 2022. Fiscal Year 2022 Financial Highlights ? Total revenue was $32.28 million, an inc |
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| October 28, 2022 |
EX-15.1 11 f20f2022ex15-1popculture.htm CONSENT OF WWC, P.C Exhibit 15.1 Consent of Independent Registered Public Accounting Firm Pop Culture Group Co., Ltd We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-266130) of Pop Culture Group Co., Ltd of our report dated October 28, 2022 relating to the audit of the consolidated balance sheets of Pop |
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| October 28, 2022 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhuoqin Huang, Chief Executive Officer of the Company, certify, |
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| October 28, 2022 |
Consent of Jincheng Tongda & Neal Law Firm Exhibit 15.3 October 28, 2022 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People’s Republic of China RE: Consent of the People’s Republic of China Counsel Dear Sirs/Madams, We consent to the references to our name under the captions “Item 3. Key Information—Risks Associated with being based in the PRC”, “Item 3. Key Information—Permiss |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province The People?s Republic of China (Address of |
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| October 28, 2022 |
Certification of 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, Zhuoqin Huang, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the stat |
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| October 28, 2022 |
Exhibit 4.18 April 2021 version Working Capital Loan Contract Serial No.: [*] The Lender: Xiamen Branch Office of Industrial Bank Co., Ltd. Address: Industrial Bank Building, 78 North Hubin Road, Siming District, Xiamen Legal Representative/Principle: Hong Pipa the Borrower: Xiamen Pop Culture Co., Ltd. Address: Unit 836, No. 5, Mu Chu Road, Huli District, Xiamen Legal Representative/Principle: Hu |
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| October 28, 2022 |
EX-15.2 12 f20f2022ex15-2popculture.htm CONSENT OF FRIEDMAN LLP Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File No. 333-266130) of our report dated November 10, 2021, relating to the consolidated balance sheet of Pop Culture Group Co., Ltd as of June 30, 2021, and the related c |
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| October 28, 2022 |
Exhibit 4.20 INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT (The original of this agreement has been written in Chinese, which will be the controlling language in all respects. Translations into English is for reference only and will have no legal or other effect.) Party A (“Seller”): Shenzhen HipHopJust Information Technology Co., Ltd (深圳市嘻哈酱信息技术有限公司) Uniform Social Credit Code: [*] Party B (“Bu |
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| September 21, 2022 |
Pop Culture Group Co., Ltd September 21, 2022 Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Alyssa Wall Donald Field Re: Pop Culture Group Co., Ltd Amendment No. 2 to Registration Statement on Form F-3 Filed August 31, 2022 File No. 333-266130 Ladies and Gentlemen: This letter is in r |
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| September 21, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 21, 2022 As filed with the U.S. Securities and Exchange Commission on September 21, 2022 Registration No. 333-266130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdic |
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| August 31, 2022 |
Pop Culture Group Co., Ltd August 31, 2022 Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Alyssa Wall Donald Field Re: Pop Culture Group Co., Ltd Amendment No. 1 to Registration Statement on Form F-3 Filed August 12, 2022 File No. 333-266130 Ladies and Gentlemen: This letter is in resp |
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| August 31, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 31, 2022 As filed with the U.S. Securities and Exchange Commission on August 31, 2022 Registration No. 333-266130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdictio |
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| August 12, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 12, 2022 As filed with the U.S. Securities and Exchange Commission on August 12, 2022 Registration No. 333-266130 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdictio |
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| August 12, 2022 |
CORRESP 1 filename1.htm Pop Culture Group Co., Ltd August 12, 2022 Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Alyssa Wall Donald Field Re: Pop Culture Group Co., Ltd Draft Registration Statement on Form F-3 Filed July 14, 2022 File No. 333-266130 Ladies and Gentlemen: This letter i |
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| July 14, 2022 |
Exhibit 4.5 POP CULTURE GROUP CO., LTD (the ?Issuer?) AND [TRUSTEE] (the ?Trustee?) INDENTURE Dated as of [?], 20[?] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and |
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| July 14, 2022 |
Power of Attorney (included on signature page) As filed with the U.S. Securities and Exchange Commission on July 14, 2022 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or or |
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| July 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) Pop Culture Group Co. |
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| July 14, 2022 |
Exhibit 4.6 POP CULTURE GROUP CO., LTD (the ?Issuer?) AND [TRUSTEE] (the ?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 |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province The People?s Republic of China (Address of pr |
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| June 1, 2022 |
6-K 1 ea160721-6kpopcult.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 June 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Sim |
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| June 1, 2022 |
Exhibit 99.1 POP CULTURE GROUP CO., LTD (incorporated in the Cayman Islands with limited liability) (NASDAQ: CPOP) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the ?Meeting?) of Pop Culture Group Co., Ltd (the ?Company?) will be held on June 27, 2022, at 10:00 p.m., Eastern Time, at Room 102, 23-1 Wanghai Road, Xiamen Soft |
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| June 1, 2022 |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Exhibit 99.2 Pop Culture Group Co., Ltd Annual General Meeting of Shareholders June 27, 2022 10:00 p.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POP CULTURE GROUP CO., LTD The undersigned shareholder of Pop Culture Group Co., Ltd, a Cayman Islands company (the ?Company?), hereby acknowledges receipt of the Notice of Annual General Meeting of the Shareholders (th |
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| May 17, 2022 |
Pop Culture Group Co., Ltd Reports First Six Months of Fiscal Year 2022 Unaudited Financial Results Exhibit 99.3 Pop Culture Group Co., Ltd Reports First Six Months of Fiscal Year 2022 Unaudited Financial Results XIAMEN, China, May 17, 2022 /PRNewswire/ - Pop Culture Group Co., Ltd (?Pop Culture? or the ?Company?) (Nasdaq: CPOP), a hip-pop culture company in China, today reported its unaudited financial results for the first six months of fiscal year 2022. First Six Months of Fiscal Year 2022 Fi |
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| May 17, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 Included with this report as Exhibit 99.1 hereto are the unaudited financial results and statements of Pop Culture Group Co., Ltd. (the ?Company,? ?we,? ?our,? or ?us?) for the six (6) months ended December 31, 2021. Management?s discussion and analysis of our financial condition and results of operations for the semi-annual period ended December 31, 2021 is set forth below: MANAGEMEN |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number 001-40543 POP CULTURE GROUP CO., LTD (Translation of registrant?s name into English) Room 102, 23-1 Wanghai Road, Xiamen Software Park Phase 2 Siming District, Xiam |
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| April 8, 2022 |
Exhibit 99.1 April 8, 2022 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pop Culture Group Co., Ltd CIK Number: 0001807389 Dear Sir or Madam: We have read Form 6-K dated April 8, 2022 of Pop Culture Group Co., Ltd (the ?Registrant?) and are in agreement with the statements contained therein as it pertains to our firm. We have no basis to agree or di |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province The People?s Repub |
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| February 11, 2022 |
Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| February 11, 2022 |
Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| February 11, 2022 |
CPOP / Pop Culture Group Co., Ltd Class A / Lingyun Wu - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pop Culture Group Co., Ltd (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G71700 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 11, 2022 |
CPOP / Pop Culture Group Co., Ltd Class A / Liu Jianfeng - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pop Culture Group Co., Ltd (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G71700 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 11, 2022 |
CPOP / Pop Culture Group Co., Ltd Class A / Bofeng Holdings Ltd - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pop Culture Group Co., Ltd (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G71700 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pop Culture Group Co., Ltd (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G71700 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 11, 2022 |
Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| February 4, 2022 |
CPOP / Pop Culture Group Co., Ltd Class A / Huang Zhuoqin - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pop Culture Group Co., Ltd (Name of Issuer) Class A ordinary shares, par value $0.001 per share (Title of Class of Securities) G71700 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| January 6, 2022 |
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 January 2022 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Provi |
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| January 6, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of December 1, 2021 by and between Pop Culture Group Co., Ltd, a company incorporated and existing under the laws of Cayman Islands (the ?Company?), and Renrong Zhu, an individual (the ?Executive?). The term ?Company? as used herein with respect to all obligations of the Executive hereunder shall be d |
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| December 7, 2021 |
6-K 1 ea151861-6kpopculture.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 December 2021 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phas |
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| December 7, 2021 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of December 1, 2021 by and between Pop Culture Group Co., Ltd, a company incorporated and existing under the laws of Cayman Islands (the ?Company?), and Renrong Zhu, an individual (the ?Executive?). The term ?Company? as used herein with respect to all obligations of the Executive hereunder shall be d |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province 361008 The Peop |
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| November 10, 2021 |
Exhibit 2.3 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as Amended (the ?Exchange Act?) Class A ordinary shares, par value $0.001 per share (?Class A Ordinary Shares?), of Pop Culture Group Co., Ltd (?we,? ?our,? ?our company,? or ?us?) are listed and traded on the Nasdaq Global Market, and in connection with this listing (b |
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| November 10, 2021 |
Exhibit 99.1 Pop Culture Group Co., Ltd Reports Fiscal Year 2021 Financial Results Revenue up 63% Year-over-year Net Income Attributable to the Company?s Shareholders up 75% Year-over-year XIAMEN, China, Nov. 10, 2021 /PRNewswire/ - Pop Culture Group Co., Ltd (?Pop Culture? or the ?Company?) (Nasdaq: CPOP), a hip-pop culture company in China, today announced its financial results for the fiscal ye |
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| November 10, 2021 |
Certification of 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, Zhuoqin Huang, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the stat |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| November 10, 2021 |
Exhibit 4.19 Bank of Xiamen Xiamen Bank Credit Facility Agreement Grantee: Xiamen Pop Culture Co., Ltd. Grantor: Xiamen Bank Co., Ltd. In accordance with the provisions of the Commercial Bank Law of the People's Republic of China and other relevant laws and regulations, the two parties, on the principle of equality, voluntariness, honesty and credibility, hereby enter into this Agreement through c |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province 361008 The Peop |
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| November 10, 2021 |
Exhibit 4.20 Short-Term Credit Facility Agreement Agreement No. [*] Borrower: Zhongjing Pop (Guangzhou) Culture Media Co., LTD Unified Social Credit Code: [*] Legal Representative/Responsible Person: Huang, Zhuoqin Address: Room 1101, 156 Nanzhou Road, Haizhu District, Guangzhou Zip code: 510200 Account number: [*] Tel: [*] Fax: / Lender: Bank of China Limited Guangzhou Panyu Branch Legal Represen |
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| November 10, 2021 |
Certification of 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, Rongdi Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Pop Culture Group Co., 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 the state |
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| November 10, 2021 |
Exhibit 15.1 Units 3409-3412 Guangzhou CTF Finance Center No. 6 Zhujiang Road East Zhujiang New Town Guangzhou, PRC 510623 Tel: 86-20-39829000 Fax: 86-20-83850222 www.gfelaw.com November 10, 2021 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province The People?s Republic of China RE: Consent of the People?s Republic of Chi |
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| November 10, 2021 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhuoqin Huang, Chief Executive Officer of the Company, certify, |
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| November 10, 2021 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pop Culture Group Co., Ltd (the “Company”) on Form 20-F for the year ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rongdi Zhang, Chief Financial Officer of the Company, certify, |
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| November 1, 2021 |
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: June 30, 2021 ? 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 Period |
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| July 2, 2021 |
Pop Culture Group Co., Ltd Announces Pricing of Initial Public Offering Exhibit 99.1 Pop Culture Group Co., Ltd Announces Pricing of Initial Public Offering Xiamen, China, June 30, 2021 ? Pop Culture Group Co., Ltd (the ?Company?), a hip-pop culture company in China, today announced the pricing of its initial public offering (the ?Offering?) of 6,200,000 Class A Ordinary Shares at a public offering price of US$6.00 per share. The Class A Ordinary Shares have been appr |
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| July 2, 2021 |
Pop Culture Group Co., Ltd Announces Closing of Initial Public Offering Exhibit 99.2 Pop Culture Group Co., Ltd Announces Closing of Initial Public Offering Xiamen, China, July 2, 2021 /PRNewswire/ ? Pop Culture Group Co., Ltd (the ?Company?) (Nasdaq: CPOP), a hip-pop culture company in China, today announced the closing of its initial public offering (the ?Offering?) of 6,200,000 Class A Ordinary Shares at a public offering price of US$6.00 per share. The Company rec |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-40543 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province 361008 The People?s |
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| July 1, 2021 |
6,200,000 Class A Ordinary Shares Pop Culture Group Co., Ltd Filed pursuant to Rule 424(b)(4) Registration No. 333-253777 6,200,000 Class A Ordinary Shares Pop Culture Group Co., Ltd This is an initial public offering of our Class A ordinary shares, par value $0.001 (?Class A Ordinary Shares?). Prior to this offering, there has been no public market for our Class A Ordinary Shares or Class B ordinary shares, par value $0.001 (?Class B Ordinary Shares?). The |
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| June 30, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 30, 2021 As filed with the U.S. Securities and Exchange Commission on June 30, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of Registrant as specified in its charter) Cayman Islands 7900 Not Applicable (State or other jurisdiction of incorporation or |
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| June 25, 2021 |
N E T W O R K 1 F I N A N C I A L S E C U R I T I E S , I N C . N E T W O R K 1 F I N A N C I A L S E C U R I T I E S , I N C . June 25, 2021 VIA EDGAR Ms. Erin Jaskot Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Pop Culture Group Co., Ltd Registration Statement on Form F-1, as amended (File No. 333-253777) Request for Acceleration of Effectiveness Dear Ms. Jasko |
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| June 25, 2021 |
Pop Culture Group Co., Ltd June 25, 2021 Via Edgar Ms. Erin Jaskot Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Pop Culture Group Co., Ltd Registration Statement on Form F-1, as amended (File No. 333-253777) Request for Acceleration of Effectiveness Dear Ms. Jaskot: In accordance with Rule 461 of the |
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| June 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 POP CULTURE GROUP CO., LTD (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| June 9, 2021 |
Issuer Free Writing Prospectus dated June 9, 2021 Filed Pursuant to Rule 433 of the Securities Act of 1993, as amended Relating to Preliminary Prospectus dated May 13, 2021 Registration Statement No. |
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| May 13, 2021 |
Exhibit 10.17 Maximum Amount Guarantee Contract No?[*] Postcode: 361000 Guarantor: Xiamen Pop Culture Co., Ltd. Unified Social Credit Code: 91350206798065312U Legal Representative/Responsible Person: Huang Zhuoqin Domicile: Unit 836, No.5, Mucuo Road, Huli District, Xiamen City Account-opening financial institution and account number: Bank of China Xiamen Wenzao Sub-branch [*] Tel: [*] Fax:/ Postc |
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| May 13, 2021 |
Filed with the Securities and Exchange Commission on May 13, 2021. Filed with the Securities and Exchange Commission on May 13, 2021. Registration No. 333-253777 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands 7900 Not Applicable (State or other jurisdiction of |
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| May 13, 2021 |
Exhibit 10.19 Working Capital Loan Contract No.: [*] Borrower: Zhongjing Pop (Guangzhou) Culture Media Co., Ltd. Unified Social Credit Code: [*] Legal representative / person in charge: Zhuoqin Huang Address: [*] Postcode?[*] [*] Tel: [*] Fax: / Lender: Guangzhou Panyu sub branch of Bank of China Co., Ltd. Legal representative / person in charge: Jianye Xu Address: [*] Postcode: [*] Tel: [*] Fax: |
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| May 13, 2021 |
Exhibit 10.18 Contract for Loan of Circulating Fund No.: [*] Borrower: Zhongjing Pop (Guangzhou) Culture Media Co., Ltd. Unified Social Credit Code: [*] Legal representative/person in charge: Huang Zhuoqin Domicile: Room 1101, No. 156, Nanzhou Road, Haizhu District, Guangzhou Postcode: 510200 Account opening financial institution and account number: Bank of China Guangzhou Panyu Luoxi Sub-branch [ |
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| May 13, 2021 |
EX-1.1 2 ea139439ex1-1popculture.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 POP CULTURE GROUP CO., LTD UNDERWRITING AGREEMENT [●], 2021 Network 1 Financial Securities, Inc. 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701 As the Representative of several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Pop Culture Group Co., Ltd, a Cayman Islands exempted company (th |
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| May 13, 2021 |
Exhibit 10.20 Supplementary Contract No.: [*] Debtor (Party A): Xiamen Pop Culture Co., Ltd. Domicile: Unit 836, No.5, Mucuo Road, Huli District, Xiamen Creditor (Party B): Xiamen International Bank Co., Ltd., Xiamen Branch Domicile: Unit 1A, 1B, 2A, 2B, Xingang Plaza, No.10 Hubin North Road, Siming District, Xiamen City Guarantor (Party C): Liya Wei Domicile: [*] Name and number of the certificat |
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| May 13, 2021 |
Exhibit 10.21 Factoring Contract with Domestic Recourse (For Online Factoring Application) No.: [*] Factor: Industrial Bank Co., Ltd., Xiamen Branch (hereinafter referred to as ?Party A?) Domicile: Xingye Building, No.78 Hubin North Road, Siming District, Xiamen City Legal Representative/Responsible Person: Pipa Hong Factoring Applicant: Xiamen Pop Culture Co., Ltd. (hereinafter referred to as ?Pa |
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| March 30, 2021 |
Issuer Free Writing Prospectus dated March 30, 2021 Filed Pursuant to Rule 433 of the Securities Act of 1993, as amended Relating to Preliminary Prospectus dated March 2, 2021 Registration Statement No. |
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| March 2, 2021 |
EX-99.3 26 ea136503ex99-3popculture.htm CONSENT OF CHRISTOPHER KOHLER Exhibit 99.3 CONSENT OF CHRISTOPHER KOHLER Pop Culture Group Co., Ltd (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Secur |
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| March 2, 2021 |
Amended and Restated Articles of Association EX-3.2 3 ea136503ex3-2popculture.htm AMENDED AND RESTATED ARTICLES OF ASSOCIATION Exhibit 3.2 Companies Law (Revised) Company Limited By Shares AMENDED AND RESTATED articles of association of Pop Culture Group Co., Ltd 普普文化集团有限公司 (Adopted by special resolution passed on April 28, 2020) Contents 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 4 Exclusion of Tab |
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| March 2, 2021 |
Exhibit 10.9 ??????????? Amended and Restated Spousal Consent ???[Name of Spouse]????????[ID Card No. of Spouse]???[Name of Shareholder]????????[ID Card No. of Shareholder]???????????????????????????????????2021?2?19?????????????????????????????????????????????????????????????????????????? The undersigned, [Name of Spouse] (Identification No: [ID Card No. of Spouse]), is the legal spouse of [Name |
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| March 2, 2021 |
EX-99.4 27 ea136503ex99-4popculture.htm CONSENT OF DOUGLAS MENELLY Exhibit 99.4 CONSENT OF DOUGLAS MENELLY Pop Culture Group Co., Ltd (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities |
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| March 2, 2021 |
Filed with the Securities and Exchange Commission on March 2, 2021. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pop Culture Group Co., Ltd (Exact name of registrant as specified in its charter) Cayman Islands 7900 Not Applicable (State or other jurisdiction of incorporation or orga |
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| March 2, 2021 |
The Power of Attorney granted by Junlong He dated February 19, 2021 EX-10.6 11 ea136503ex10-6popculture.htm THE POWER OF ATTORNEY GRANTED BY JUNLONG HE DATED FEBRUARY 19, 2021 Exhibit 10.6 授权委托书 Power of Attorney 本人，何俊龙，中国公民，身份证号码为*，截止本授权委托书出具之日，为持有厦门普普文化股份有限公司（“公司”） 4.4225%的股份（“股份”）的股东（“股东”）。本人特此不可撤销地授权合利恒文化有限公司（“WFOE”）在本授权委托书的有效期内行使如下权利： The undersigned, Junlong He, a Chinese citizen with Chinese Identification Card No.: [*], which is the registered shareholder |
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| March 2, 2021 |
EX-10.5 10 ea136503ex10-5popculture.htm THE FORM OF AMENDED AND RESTATED POWERS OF ATTORNEY GRANTED BY SHAREHOLDERS OF XIAMEN POP CULTURE, AS CURRENTLY IN EFFECT, AND A SCHEDULE OF ALL EXECUTED POWERS OF ATTORNEY ADOPTING THE SAME FORM Exhibit 10.5 修订和重述的授权委托书 Amended and Restated Power of Attorney 本人，[Name]，中国公民，身份证号码为[ID Card No.]，截止《修订和重述的授权委托书》（“本授权委托书”）出具之日，为持有厦门普普文化股份有限公司（“公司”） [Percentage]% |
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| March 2, 2021 |
EX-10.15 20 ea136503ex10-15popculture.htm ENGLISH TRANSLATION OF TRADEMARK LICENSING CONTRACT BETWEEN XIAMEN POP CULTURE AND ZHUOQIN HUANG DATED DECEMBER 25, 2019 Exhibit 10.15 Trademark Licensing Contract Contract number: Licensee (Party A): Zhuoqin Huang ID number: [*] Address: [*] Licensee (Party B): Xiamen Pop Culture Co., Ltd. Legal representative: Zhuoqin Huang Address: Unit 836, No. 5, Mucu |
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| March 2, 2021 |
Exhibit 10.12 Factoring Agreement Client: Xiamen Pop Culture Group Co., Ltd. Main Business Address: Unit 102, 35 Wanghai Road, Software Park, Siming District, Xiamen City Contact: Huang Zhuoqin Tel: [*] Fax: [*] E-mail: [*] Factoring Bank: Shanghai Pudong Development Bank Co., Ltd. Xiamen Branch Main Business Address: 4th Floor, A Haiyi Building, 666 Xiahe Road, Siming District, Xiamen City Contac |
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| March 2, 2021 |
Form of Director Offer Letter between the Registrant and its directors Exhibit 10.3 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road, Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province The People?s Republic of China +86-0592-5968189 [DATE] Mr./Ms. [NAME] [ADDRESS] Re: Director Offer Letter for An Independent Director Dear Mr./Ms. [NAME], Pop Culture Group Co., Ltd, a Cayman Islands company (the ?Company?), is pleased to offer you a posit |
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| March 2, 2021 |
EX-99.2 25 ea136503ex99-2popculture.htm CONSENT OF FROST & SULLIVAN Exhibit 99.2 FROST & SULLIVAN 1706, One Exchange Square 8 Connaught Place Central, Hong Kong Tel: 852 2191 7566 Fax: 852 2191 7995 www.frost.com May 6, 2020 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province The People’s Republic of China Re: Consent of |
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| March 2, 2021 |
Exhibit 10.14 Lease Contract Contract No. [*] Lessor: Xiamen Zhiqian Real Estate Agency Co., Ltd. (Hereinafter referred to as Party A) Unified Social Credit Code: [*] Address: Unit 515, Building 2, No.629 Lingdou West Road, Siming District, Xiamen Tel: [*] Lessee: Xiamen Pop Culture Co., Ltd. (Hereinafter referred to as Party B) Social Credit Code: [*] Address: Unit 836, No.5, Mucuo Road, Huli Dis |
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| March 2, 2021 |
Amended and Restated Memorandum of Association Exhibit 3.1 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF Pop Culture Group Co., Ltd ?????????? (Adopted by special resolution passed on April 28, 2020) Companies Law (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Pop Culture Group Co., Ltd ?????????? (Adopted by special resolution passed on April 28, 2020 |
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| March 2, 2021 |
Pop Culture Group Co., Ltd March 2, 2021 Via Edgar Ms. Erin Jaskot Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Pop Culture Group Co., Ltd Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted on November 13, 2020 CIK No. 0001807389 Dear Ms. Jaskot: This letter is in response to the l |
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| March 2, 2021 |
Exhibit 10.7 ???????????? Amended and Restated Share Pledge Agreement ????????????????????????????2021?2?19????????????????? ????? This Amended and Restated Share Pledge Agreement (?this Agreement?) is executed by and among the Parties below as of February 19, 2021, in Xiamen, the People?s Republic of China (?China? or ?PRC?): (1) ????????????????????????????????????????????????????????93????????? |
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| March 2, 2021 |
Exhibit 99.5 CONSENT OF XIAOLIN HU Pop Culture Group Co., Ltd (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| March 2, 2021 |
Code of Business Conduct and Ethics of the Registrant EX-99.1 24 ea136503ex99-1popculture.htm CODE OF BUSINESS CONDUCT AND ETHICS OF THE REGISTRANT Exhibit 99.1 CODE OF BUSINESS CONDUCT AND ETHICS OF POP CULTURE GROUP CO., LTD INTRODUCTION Purpose This Code of Business Conduct and Ethics contains general guidelines for conducting the business of Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), consistent with the highest standard |
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| March 2, 2021 |
Exhibit 21.1 Subsidiaries of the Registrant Subsidiaries Place of Incorporation Pop Culture (HK) Holding Limited Hong Kong Heliheng Culture Co., Ltd. PRC Variable Interest Entity Place of Incorporation Xiamen Pop Culture Co., Ltd. PRC Subsidiaries of Variable Interest Entity Place of Incorporation Shanghai Pudu Culture Communication Co., Ltd. PRC Xiamen Pop Network Technology Co., Ltd. PRC Zhongji |
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| March 2, 2021 |
Form of Indemnification Agreement with the Registrant’s directors and officers EX-10.2 7 ea136503ex10-2popculture.htm FORM OF INDEMNIFICATION AGREEMENT WITH THE REGISTRANT'S DIRECTORS AND OFFICERS Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as ap |
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| March 2, 2021 |
Exhibit 10.16 Bank of Xiamen Xiamen Bank Credit Facility Agreement Grantee: Xiamen Pop Culture Co., Ltd. Grantor: Xiamen Bank Co., Ltd. Agreement Version No Revised in January 2020 In accordance with the provisions of the Commercial Bank Law of the People?s Republic of China and other relevant laws and regulations, the two parties, on the principle of equality, voluntariness, honesty and credibili |
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| March 2, 2021 |
Exhibit 10.11 Comprehensive Line of Credit Contract No.0304201810290087 Debtor (Party A): Xiamen Pop Culture Co., Ltd. Residence: Unit 836, No.5 Mucuo Road, Huli District, Xiamen Creditor (Party B): Xiamen Branch, Xiamen International Bank Co., Ltd. Residence: Units 1A, 1B, 2A, 2B, Xin'gang Square, No.10 Hu Bin Road North, Siming District, Xiamen Important Note: this contract is made, in accordanc |
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| March 2, 2021 |
Form of Employment Agreement by and between executive officers and the Registrant EX-10.1 6 ea136503ex10-1popculture.htm FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN EXECUTIVE OFFICERS AND THE REGISTRANT Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [ ], by and between Pop Culture Group Co., Ltd, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). Th |
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| March 2, 2021 |
Exhibit 10.13 No. GSHT2020085226 Loan Contract Borrower: Xiamen Pop Culture Co., Ltd. Lender: Xiamen Bank Co., Ltd. Contract version number: revised in January 2020 The Borrower and the Lender, through equal negotiation, reach an agreement on the Lender?s loan to the Borrower, and hereby enter into the Contract. Part I General Provision Article 1 Amount, Term and Purpose of the Loan 1.1 The amount |
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| March 2, 2021 |
Exhibit 10.4 ???????????? Amended and Restated Exclusive Services Agreement ????????????????????????????2021?2?19????????????????? ????? This Amended and Restated Exclusive Services Agreement (?this Agreement?) is made and entered into by and between the following Parties on February 19, 2021 in Xiamen, the People?s Republic of China (?China? or ?PRC?): ???????????? Party A: Heliheng Culture Co., |
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| March 2, 2021 |
Exhibit 10.8 ????????????? Amended and Restated Exclusive Option Agreement ??????????????(???????)??????2021?2?19?????????(??????) ????? This Amended and Restated Exclusive Option Agreement (?this Agreement?) is executed by and among the Parties below as of February 19, 2021, in Xiamen, the People?s Republic of China (?China? or ?PRC?): (1) ??????????????????????????????????????(??)??????????????9 |
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| March 2, 2021 |
The Spousal Consent granted by the spouse of Junlong He dated February 19, 2021 EX-10.10 15 ea136503ex10-10popculture.htm THE SPOUSAL CONSENT GRANTED BY THE SPOUSE OF JUNLONG HE DATED FEBRUARY 19, 2021 Exhibit 10.10 配偶同意函 Spousal Consent 本人，温晓英（身份证件号码：[*]），系何俊龙（身份证件号码：[*]）（“本人配偶”）的合法配偶。本人在此无条件且不可撤销地同意本人配偶于2021年2月19日签署下列交易文件（“交易文件”），并同意其根据交易文件的相关条款，处置登记于本人配偶名下并为其所拥有的厦门普普文化股份有限公司（“公司”）的股份： The undersigned, Xiaoying Wen (Identification No: [*]), is the legal spouse of Junlong He |
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| March 2, 2021 |
Exhibit 4.1 SHARE CERTIFICATE Number Shares POP CULTURE GROUP CO., LTD ?????????? THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid Class A Ordinary Share(s) of USD0.001 par value per share in the above named Company which are held subject to, and transferable in accordance with, the Memorandum and Articles of Associati |
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| November 13, 2020 |
Exhibit 10.15 Pop Culture Group Co., Ltd Room 102, 23-1 Wanghai Road, Xiamen Software Park Phase 2 Siming District, Xiamen City, Fujian Province The People?s Republic of China +86-0592-5968189 [DATE] Mr./Ms. [NAME] [ADDRESS] Re: Director Offer Letter for An Independent Director Dear Mr./Ms. [NAME], Pop Culture Group Co., Ltd, a Cayman Islands company (the ?Company?), is pleased to offer you a posi |
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| November 13, 2020 |
Confidential Draft No. 4 as confidentially submitted to the Securities and Exchange Commission on November 13, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION |
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| November 13, 2020 |
Exhibit 99.3 CONSENT OF CHRISTOPHER KOHLER Pop Culture Group Co., Ltd (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bein |
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| November 13, 2020 |
Exhibit 10.11 Lease Contract Contract No. [*] Lessor: Xiamen Zhiqian Real Estate Agency Co., Ltd. (Hereinafter referred to as Party A) Unified Social Credit Code: [*] Address: Unit 515, Building 2, No.629 Lingdou West Road, Siming District, Xiamen Tel: [*] Lessee: Xiamen Pop Culture Co., Ltd. (Hereinafter referred to as Party B) Social Credit Code: [*] Address: Unit 836, No.5, Mucuo Road, Huli Dis |
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| November 13, 2020 |
EX-10.10 3 filename3.htm Exhibit 10.10 No. GSHT2020085226 Loan Contract Borrower: Xiamen Pop Culture Co., Ltd. Lender: Xiamen Bank Co., Ltd. Contract version number: revised in January 2020 The Borrower and the Lender, through equal negotiation, reach an agreement on the Lender’s loan to the Borrower, and hereby enter into the Contract. Part I General Provision Article 1 Amount, Term and Purpose o |
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| November 13, 2020 |
EX-10.9 2 filename2.htm Exhibit 10.9 Factoring Agreement Client: Xiamen Pop Culture Group Co., Ltd. Main Business Address: Unit 102, 35 Wanghai Road, Software Park, Siming District, Xiamen City Contact: Huang Zhuoqin Tel: [*] Fax: [*] E-mail: [*] Factoring Bank: Shanghai Pudong Development Bank Co., Ltd. Xiamen Branch Main Business Address: 4th Floor, A Haiyi Building, 666 Xiahe Road, Siming Distr |
