As filed with the U.S. Securities and Exchange Commission on ~~July~~ 3March 20, ~~2019~~2023

Registration No. ~~333~~-~~[●]~~

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

~~FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~_________________

~~ORANCO,~~FORM ~~INC.~~S-1REGISTRATION STATEMENTUnderThe Securities Act of 1933

~~(Exact name of registrant as specified in its charter)~~_________________

ORANCO, INC.
(Exact name of Registrant as specified in its charter)

_________________

Nevada		5180		87-0574491
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~One~~6470 ~~Liberty~~East ~~Plaza~~Johns Crossing, Suite ~~2310~~160Johns ~~PMB#~~Creek, 21GA 30097Tel: (470) 567-3773(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

~~New York, NY 10006~~_________________

~~Tel~~Peng YangChief Executive Officer6470 East Johns Crossing, Suite 160Johns Creek, GA 30097Tel: (~~646~~770) ~~759~~ 906-~~3614~~7587(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~_________________

~~One~~Copies ~~Liberty~~to: ~~Plaza~~Lan Lou, Esq. Jun He Law Offices LLC Suite ~~2310~~1919, ~~PMB#~~630 21Fifth Avenue New York, NY 10111 (917) 661-8175 Elliot H. Lutzker, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 (646) 428-3210

~~New York, NY 10006~~_________________

~~Tel~~Approximate date of commencement of the proposed sale to the public: ~~(646)~~As ~~759-3614~~soon as practicable after this Registration Statement becomes effective.

~~(Name,~~If ~~address,~~any ~~including~~of ~~zip~~the ~~code,~~securities ~~and telephone~~being ~~number,~~registered ~~including~~on ~~area~~this ~~code,~~form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~agent~~check ~~for~~the ~~service)~~following box. ☐

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

Ying Li, Esq.

Hunter, Taubman, Fischer & Li LLC

1450 Broadway, 26th Floor,

New York, NY 10018

(212) 530-2231

(212) 202-6380 (fax)

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ~~12b2~~ of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company ~~that prepares its financial statements in accordance with U.S. GAAP~~, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

Title of each class of securities to be registered		Amount of shares to be registered(1)				Proposed maximum offering price per share(1)				Proposed maximum aggregate offering price(1)				Amount of registration fee
Common stock, par value $0.001 per share, offered by certain selling stockholders			73,898,080			$	0.80			$	59,118,464			$	7,166

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~~(1)~~The ~~Estimated~~information ~~pursuant~~in tothis ~~Rule~~prospectus ~~457(a)~~is ~~under~~not ~~the~~complete ~~Securities~~and ~~Act~~may ofbe ~~1933~~changed. ~~solely~~We ~~for~~may not sell these securities until the ~~purpose~~registration ofstatement ~~calculating~~filed with the ~~amount~~Securities ofand Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the ~~registration~~offer ~~fee~~or sale is not permitted.

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

~~The~~SUBJECT ~~information~~TO inCOMPLETION, ~~this preliminary~~DATED ~~prospectus~~MARCH is20, not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.2023

~~PRELIMINARY~~ Shares ~~PROSPECTUS SUBJECT~~of TOCommon ~~COMPLETION ON JULY 3, 2019~~Stock

~~ORANCO,~~Minimum ~~INC.~~offering: $10,000,000

~~73,898,080~~Maximum ~~shares~~offering: ~~of Common Stock~~$15,000,000

~~This prospectus relates to the sale of up to a total of 73,898,080 shares of common stock, par value $0.001 per share (‘Common Stock”) of~~ Oranco, Inc., a Nevada corporation, that may be sold from time to time by the selling stockholders named in this prospectus and their successors and assigns. The shares of Common Stock subject to this prospectus include 73,898,080 shares of Common Stock issued in connection with the June 29, 2018 share exchange transaction with Wong Ying, Lam Man Hung, Lam Fung, Chan Man Kuen, Zheng Huang, and Stephen Zhu. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Business Overview” on page 38 for more information. The shares of Common Stock offered for resale hereby were issued to the applicable selling stockholders in private placements or other exempt transactions completed prior to the filing of the registration statement of which this prospectus is a part.

~~The~~This ~~selling~~is ~~stockholders~~the ~~may~~initial ~~sell~~public ~~all~~offering or of shares of common stock of Oranco, Inc., a ~~portion~~corporation formed under the laws of ~~their~~the ~~shares~~State of ~~Common~~Nevada ~~Stock~~(“Oranco”). ~~through~~Prior ~~public~~to orthis ~~private~~offering, ~~transactions~~there athas ~~prevailing~~been ~~market~~no ~~prices~~public ormarket atfor ~~privately~~Oranco’s ~~negotiated prices~~common stock. ~~Information~~We ~~regarding~~are ~~the~~offering ~~selling~~a ~~stockholders~~minimum of $10,000,000 and a maximum of $15,000,000 of our shares of common stock, par value $0.001 per share. We currently anticipate that the ~~times~~initial ~~and~~public ~~manner~~offering inprice ~~which~~of ~~they~~Oranco’s ~~may~~common ~~offer~~stock is expected to be between $[ ] and ~~sell~~$[ ] per share. Oranco has applied to list its common stock on the ~~shares~~Nasdaq Capital Market under the symbol “ORNC.” At this ~~prospectus~~time, isNasdaq ~~provided~~has ~~under~~not ~~“Selling~~yet ~~Stockholders”~~approved ~~and~~Oranco’s ~~“Plan~~application ofto ~~Distribution”~~list inits common stock. The closing of this ~~prospectus~~offering is conditioned upon Nasdaq’s final approval of Oranco’s listing application. We ~~have~~cannot ~~agreed~~assure toyou ~~pay~~that ~~all~~Oranco’s ~~the~~application ~~costs~~will be approved, and ~~expenses~~if ofit is not approved by Nasdaq, we will not proceed with this ~~registration~~offering.

~~Our~~Each ~~Common~~share ~~Stock~~of isOranco’s ~~listed~~common ~~for~~stock ~~quotation on the Over-the-Counter Pink Open Market, or OTC Pink, under the symbol “ORNC”. There~~ is ~~very~~entitled ~~limited~~to ~~trading~~one invote ~~our Common~~per ~~Stock~~share. OnSee ~~July~~“Description 1,of ~~2019,~~ the ~~most~~Securities.” ~~recent~~Oranco ~~day~~will ~~that~~register ~~our~~its ~~Common~~common ~~Stock~~stock ~~traded,~~under the ~~last~~Securities ~~reported~~Exchange ~~price~~Act ~~per share~~ of ~~our~~1934, ~~Common Stock~~as ~~was $0~~Amended.~~69. You are urged to obtain current market quotations of our Common Stock before purchasing any of the shares being offered for sale pursuant to this prospectus.~~

~~INVESTING~~We INare ~~OUR~~an ~~COMMON~~“emerging ~~STOCK~~growth ~~INVOLVES A~~company” ~~HIGH~~as ~~DEGREE~~defined OFunder ~~RISK~~the U.S. federal ~~SEE~~securities ~~“RISK~~laws ~~FACTORS”~~and, ~~BEGINNING~~as ONsuch, ~~PAGE~~will 6be TOsubject ~~READ~~to ~~ABOUT~~reduced ~~FACTORS~~public ~~YOU~~company ~~SHOULD~~reporting ~~CONSIDER~~requirements ~~BEFORE~~for ~~INVESTING IN~~this ~~SHARES~~prospectus OFand ~~OUR~~future ~~COMMON STOCK~~filings. ~~NEITHER~~See ~~THE~~“Prospectus ~~SECURITIES~~Summary — Emerging ~~AND~~Growth ~~EXCHANGE~~Company.” ~~COMMITTEE~~Investing ~~NOR~~in ~~ANY~~Oranco’s ~~STATE~~common ~~SECURITIES~~stock ~~COMMISSION~~involves ~~HAS~~a ~~APPROVED OR~~high ~~DISAPPROVED~~degree OFof ~~THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE~~risk. ~~ANY~~See ~~REPRESENTATION~~“Risk Factors” TOcommencing ~~THE~~on ~~CONTRARY IS A CRIMINAL OFFENSE~~page 16.

~~The~~After ~~date~~the completion of this ~~prospectus~~offering, Mr. Peng Yang, Oranco’s Chief Executive Officer, will continue to hold up to [ ]% of Oranco’s common stock and Oranco expects to be a “Controlled Company” within the meaning of the corporate governance standards of Nasdaq, because, and as long as, Mr. Peng Yang holds more than 50% of the Oranco’s voting power for the election of Oranco’s directors. For so long as Oranco remains a Controlled Company under that definition, Oranco is permitted to elect to rely, ~~2019~~and may rely, on certain exemptions from corporate governance rules of Nasdaq, including:

• an exemption from the rule that a majority of Oranco’s board of directors must be independent directors;

• an exemption from the rule that the compensation of Oranco’s chief executive officer must be determined or recommended solely by independent directors; and

• an exemption from the rule that Oranco’s director nominees must be selected or recommended solely by independent directors.

Oranco is a holding company incorporated in Nevada. As a holding company with no material operations of its own, Oranco conducts substantially all of its operations through and receives economic benefits from its subsidiaries established in the People’s Republic of China (the “PRC” or “China”) (the “PRC Subsidiaries”). For a description of our corporate structure, see “Prospectus Summary — Business Overview” on page 5. This structure involves unique risks to investors and you may never directly hold equity interests in our Chinese operating entities. You are specifically cautioned that there are significant legal and operational risks associated with having substantially all of our business operations in China, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, which may materially and adversely affect our business, financial condition, results of

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operations and the market price of Oranco’s securities. Moreover, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence the PRC Subsidiaries’ operations in China at any time. Although we believe our operating structure is legal and permissible under the Chinese law and regulations currently in effect, Chinese regulatory authorities could take a different position on the interpretation and enforcement of laws and regulations and disallow our holding company structure, which would likely result in a material adverse change in our operations and/or the value of Oranco’s common stock being offered, including that it could cause the value of such common stock to significantly decline or become worthless. For a detailed discussion of risks facing us and the offering as a result of this structure, see “Risk Factors — Risks Related to Doing Business in China” commencing on page 24.

The shares of common stock offered in this offering are shares of Oranco, the U.S. holding company, not shares of our PRC Subsidiaries. As a holding company, Oranco may rely on dividends and other distributions on equity paid by our PRC Subsidiaries for its cash and financing requirements. Our PRC Subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC Subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. These reserves are not distributable as cash dividends. In addition, if any of our PRC Subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Oranco. If Oranco intends to distribute dividends, the PRC Subsidiaries will transfer funds to Oranco through the Hong Kong subsidiary in accordance with the laws and regulations of the PRC and Hong Kong, and the dividends will be distributed from Oranco to its shareholders in proportion to their respective shareholdings, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. However, to the extent cash is transferred to our mainland China or Hong Kong subsidiaries, there can be no assurance that the PRC government will not intervene or impose restrictions or limitations on the ability of Oranco or our subsidiary in Hong Kong to transfer cash to our PRC Subsidiaries. Should transfers be made in the future, restrictions on currency exchanges in China may limit our ability to freely convert such RMB to fund any future business activities outside of China or other payments in U.S. Dollars, and capital control measures imposed by the Chinese government may limit our ability to use capital from our PRC Subsidiaries for business purposes outside of China. For more information, see “PRC Regulations — PRC Laws and Regulations on Foreign Exchange”. As a result, such funds may not be available to fund operations or for other use outside of the PRC or Hong Kong. Neither Oranco nor any of our PRC Subsidiaries has made any dividends or other distributions to U.S. investors as of the date of this prospectus. Oranco intends to retain most, if not all, of available funds and any future earnings after this offering to the development and growth of the business of Oranco and its PRC Subsidiaries in China. Oranco does not expect to pay dividends in the foreseeable future. See “Risk Factors — Risks Related to Doing Business in China — Approvals and/or other requirements by the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approvals” commencing on page 24.

Currently, other than complying with the applicable PRC laws and regulations, we do not have our own cash management policy and procedures that dictate how funds are transferred.

Within our holding company structure, the cross-border transfer of funds from Oranco to our PRC Subsidiaries is permitted by the laws and regulations of the PRC currently in effect. In the future, cash proceeds raised from financing activities, including this offering, may be transferred by Oranco to our PRC Subsidiaries via capital contribution or shareholder loans, as the case may be subject to the satisfaction of applicable government registration, approval and filing requirements in China. However, our PRC Subsidiaries may only procure shareholder loans from our subsidiary in Hong Kong to the extent of the difference between their respective registered capital and total investment amount as recorded in the Chinese Foreign Investment Comprehensive Management Information System.

Recent statements by the Chinese government indicate an intent to exert more oversight and more control over offerings conducted overseas and/or foreign investments in China based issuers. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. On December 28, 2021, thirteen governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), issued the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures

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provide that an online platform operator, which possesses personal information of at least one million users, must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Because the current operations of our PRC Subsidiaries do not possess personal information from more than one million users, we do not believe that we are currently subject to the cybersecurity review by the CAC, although that may change in the future. In addition, as of the date of this prospectus, we have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor have we received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As of the date of this prospectus, we do not believe we are in a monopolistic position in the wine and spirits sales and distributions industry. In summary, the recent statements and regulatory actions by the Chinese government related to the use of variable interest entities, which we do not have, and data security or antimonopoly concerns, have not affected our PRC Subsidiaries’ ability to conduct their business. However, since these statements and regulatory actions by the PRC government are newly published and detailed official guidance and related implementation rules have not been issued or taken effect, it is highly uncertain how soon the regulatory bodies in China will finalize implementation measures, and the potential impact the modified or new laws and regulations will have on the daily business operations of our PRC Subsidiaries. The Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that would require Oranco or its PRC Subsidiaries to obtain regulatory approval from Chinese authorities before or during Oranco’s listing in the U.S. For more information on various risks related to doing business in China, see “Risk Factors — Risks Related to Doing Business in China” commencing on page 24.

On December 24, 2021, the CSRC released the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Administrative Provisions, and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), together the “Overseas Listing Drafts”, both of which were open for public comments until January 23, 2022. On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the “Trial Measures,” which will become effective on March 31, 2023. The CSRC also circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions, collectively, the Guidance Rules and Notice, on CSRC’s official website, on the same day. The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic principles of the Overseas Listing Drafts and impose substantially the same requirements for the overseas securities offering and listing by domestic enterprises. Under the Trial Measures and the Guidance Rules and Notice, domestic enterprises conducting overseas securities offering and listing, either directly or indirectly, shall complete filings with the CSRC pursuant to the Trial Measures’ requirements within three business days following the submission of application for an initial public offering or listing. Starting from March 31, 2023, enterprises that have been listed overseas or satisfy all of the following conditions shall be deemed as “Grandfathered Issuers,” or “Existing Companies,” and are not required to file with the CSRC immediately, but shall complete filings as required if they conduct refinancing or are involved in subsequent securities issuances that require filing with the CSRC: (i) the application for indirect overseas offering or listing shall have been approved by the relevant overseas regulatory authority or stock exchange prior to March 31, 2023 (as the SEC does not approve or disapprove of an offering, this requirement is interpreted to be the SEC’s declaration of the registration statement to be effective with respect to this offering), (ii) the enterprise is not required to reapply for the approval of the relevant overseas regulatory authority or stock exchange, and (iii) such overseas securities offering or listing shall be completed before September 30, 2023. Starting from March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listing but have not obtained the approval from relevant overseas regulatory authority or overseas stock exchange shall complete filings with the CSRC prior to the completion of their overseas offering and listing.

As advised by our PRC Counsel, Beijing Zhonglun W&D Taiyuan Law Firm, if (1) Oranco’s registration statement on Form S-1 is not declared effective by the SEC prior to March 31, 2023, and (2) Oranco has not completed this offering by September 30, 2023, then we will be required to comply with the filing requirements under the Trial Measures in connection with this offering. As of the date of this prospectus, our PRC counsel does not expect there to be any material legal obstacle for us to comply with the filing requirements under the Trial Measures. Regardless of whether this offering will be subject to any filing requirements with the CSRC under the Trial Measures, any future securities offerings and listings outside of mainland China by Oranco, including, but not limited to, follow on offerings, secondary listings, and going private transactions, will be subject to the filing requirements with the CSRC under the Trial Measures, and we cannot assure you that we will be able to comply with such filing requirements in a timely manner, or at all. Additionally, as of the date of this prospectus, as further advised by our PRC Counsel, Beijing Zhonglun W&D Taiyuan Law Firm, none has Oranco, our Nevada holding company, or any of our PRC Subsidiaries received any inquiry, notice, warning or sanctions regarding the offering from the CSRC or any other PRC governmental authorities.

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In addition, pursuant to the Holding Foreign Companies Accountable Act (the “HFCA Act”), the Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 (the “2021 PCAOB Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, because of a position taken by one or more authorities in such jurisdictions. The PCAOB’s report also identified individual registered public accounting firms which are subject to these determinations. The PCAOB issued a Determination Report on December 15, 2022, determining that the PCAOB secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further noted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access. Our registered public accounting firm, PKF Littlejohn, is not headquartered in mainland China or Hong Kong and was not identified in the 2021 PCAOB Report as a firm subject to the PCAOB’s determination. PKF Littlejohn is subject to inspection by the PCAOB and the audit workpapers of Oranco, including those of its PRC Subsidiaries, are retained in the United Kingdom by PKF Littlejohn and available for the PCAOB inspection. However, if the PCAOB determines that it cannot inspect or investigate completely our auditor in the future, you may be deprived of the benefits of such inspection and such determination could result in limitation or restriction to our access to the U.S. capital markets and trading of Oranco’s securities may be prohibited under the HFCA Act or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, which, among other things, amended the HFCA Act to reduce from three years to two years the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Securities and Exchange Commission must impose an initial trading prohibition on the issuer’s securities.

See “Risk Factor — Risks Related to Doing Business in China — Oranco’s common stock may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting and the cessation of trading of our shares, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment” commencing on page 35.

For a detailed description of all risks relating to doing business in the PRC, see “Risk Factors — Risks Related to Doing Business in China” commencing on page 24.

	Per Share	Minimum Offering	Maximum Offering
Initial public offering price	$	$	$
Underwriting discount and commissions(1)	$	$	$
Proceeds, before expenses, to us	$	$	$

____________

(1) Represents underwriting discounts and commissions equal to 7 % per share of common stock, which is the underwriting discount we have agreed to pay on all investors in this offering. Does not include, a non-accountable expense allowance, payable to Joseph Stone Capital, LLC, the representative (the “Representative”) of the underwriters, or the reimbursement of certain expenses of the underwriters. See “Underwriting” for additional information regarding all underwriting compensation.

The Underwriter must sell the minimum number of securities offered ([___] shares of common stock) if any are sold. This offering is being conducted on a best-efforts basis, with the underwriter being only required to use its best efforts to sell the maximum number of securities offered ([___] shares of common stock). In addition, in the event that the maximum number of shares of common stock is sold, the underwriter has an option to purchase up to an additional [_______] shares (15%) of common stock at the initial public offering price less the underwriting discount, on or prior to the final closing of the offering, to cover over-subscription of shares. If the underwriter exercises the option in full and assuming that investors introduced by the underwriter will purchase 100% of the shares offered hereby, the total underwriting discounts payable will be $[ ] based on an assumed offering price of $[ ] per share of common stock, and the total gross proceeds to Oranco, before underwriting discounts and expenses, will be $[ ].

Oranco also issued the underwriter warrants to purchase 5.5% of the aggregate number of shares of Oranco’s common stock sold in the offering (excluding the over-subscription option).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the shares against payment in New York, NY on or about _______________, 2023.

JOSEPH STONE CAPITAL, LLC

The date of this prospectus is , 2023

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TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
		Page
THE OFFERING	4
PROSPECTUS SUMMARY		1
SELECTED FINANCIAL DATA	5
RISK FACTORS		16
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		46
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	19
ENFORCEABILITY OF CIVIL LIABILITIES		47
USE OF PROCEEDS	20	48
DETERMINATION OF OFFERING PRICE	20
DIVIDEND POLICY		49
DESCRIPTION OF SECURITIES TO BE REGISTERED	20
CAPITALIZATION		50
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS	21
DILUTION		52
DIVIDEND POLICY	22
SELECTED HISTORICAL FINANCIAL AND OTHER DATA		53
SELLING STOCKHOLDERS	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		55
PLAN OF DISTRIBUTION	23
BUSINESS		65
REGULATIONS	24
PRC REGULATIONS		75
INDUSTRY OVERVIEW	29
MANAGEMENT		83
DESCRIPTION OF BUSINESS	31
EXECUTIVE COMPENSATION		88
DESCRIPTION OF PROPERTY	37
PRINCIPAL STOCKHOLDERS		89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	38
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		90
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	44
DESCRIPTION OF THE SECURITIES		91
DIRECTORS AND EXECUTIVE OFFICERS	45
SHARES ELIGIBLE FOR FUTURE SALE		94
EXECUTIVE COMPENSATION	47
UNDERWRITING		96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	48
LEGAL MATTERS		107
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	49
EXPERTS		107
LEGAL PROCEEDINGS	50
INTERESTS OF NAMED EXPERTS AND COUNSEL		107
LEGAL MATTERS	50
WHERE YOU CAN FIND MORE INFORMATION		108
EXPERTS	50
INDEX TO FINANCIAL STATEMENTS		F-1
INTERESTS OF NAMED EXPERTS AND COUNSEL	50
WHERE YOU CAN FIND MORE INFORMATION	50
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information provided in this prospectus and incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained in or incorporated by reference into this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. The selling stockholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted.

Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Common Stock. The rules of the SEC may require us to update this prospectus in the future.

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This prospectus contains information derived from various public sources regarding our industry. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

Until [ ] (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

Neither we nor the underwriter has authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

For investors outside of the United States: we have not, and the underwriter has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

USE OF CERTAIN TERMS

In this prospectus, unless otherwise noted or as the context otherwise requires, “Oranco” or the “Company” refers to Oranco, Inc., a corporation formed under the laws of Nevada.

“We,” “us,” “our,” and the “Group” refers to the combined business of (i) Oranco and its subsidiaries, including (ii) Reliant Galaxy International Limited (“Reliant”), a corporation formed under the laws of British Virgin Islands and a wholly owned subsidiary of Oranco, Inc., (iii) Sure Rich Investment (Group) Limited (“Sure Rich”), a company formed under the laws of Hong Kong and a wholly-owned subsidiary of Reliant, (iv) Fujian Jin’ou Trading Co, Ltd. (“Jin’ou”), a company formed under the laws of the PRC and a wholly-owned subsidiary of Sure Rich, (v) Shanxi Huaxin Wine Industry Development Co., Ltd. (“Huaxin”), a company formed under the laws of the PRC and a wholly-owned subsidiary of Jin’ou (vi) Shanxi Jinqiang Wine Co., Ltd. (“Jinqiang”), a company formed under the laws of the PRC and a wholly-owned subsidiary of Huaxin, and (vii) Beijing Huaxin Tianchuang Enterprise Management Consulting Co., Ltd. (“Tianchuang”), and a corporation formed under the laws of the PRC and a 51%-owned subsidiary of Huaxin, and in certain instances, Guangzhou Silicon Technology Co. Ltd. (“Guimi”), a company formed under the laws of the PRC and 20%-owned by Huaxin.

• “Chinese Baijiu” refers to the Chinese alcoholic beverage distilled from sorghum, barley, and other grains. Chinese Baijiu has a variety of flavors, including Moutai flavor, Luzhou flavor, light aromatic flavor, and Xifeng flavor, etc.

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

• “Fenjiu Group” refers to Shanxi Xinghuacun Fen Wine Factory Co., Ltd., the producer of Fenjiu Liquor, owning brands including “Fenjiu,” “Xinghuacun,” “Zhuyeqing,” etc.

• “Fenjiu Liquor” refers to the light aromatic flavor Chinese Baijiu produced by Fenjiu Group and bearing Fenjiu Group’s brands.

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• “HKD” refers to Hong Kong Dollar, the official currency of the Special Administrative Region of Hong Kong.

• “PRC Subsidiaries” refers to Jin’ou, Huaxin, Jinqiang, and Tianchuang.

• “RMB” refers to Renminbi, the official currency of the People’s Republic of China.

• “Securities Act” refers to the Securities Act of 1933, as amended.

• “USD,” “$,” or “US$” refers to U.S. Dollar, the official currency of the United States of America.

• “WFOE” refers to the Company’s wholly-foreign owned entity, Jin’ou.

iii

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PROSPECTUS SUMMARY

This summary highlights ~~selected~~the information contained elsewhere in this prospectus. This summary ~~does~~may not contain all of the information that may be important to you or that you should consider before ~~investing in~~buying ~~the~~shares ~~Common~~of ~~Stock~~Oranco’s common stock. You should read the entire prospectus carefully. The following summary is qualified in its entirety by, and should be read in conjunction with, the ~~entire~~more detailed information appearing elsewhere in this prospectus. In particular, ~~including~~you should read the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ~~the~~our consolidated financial statements, ~~before making~~and anthe ~~investment~~related ~~decision~~notes appearing elsewhere in this prospectus.

InWe ~~this~~have ~~prospectus,~~commissioned ~~unless~~BMI ~~otherwise~~Appraisals ~~noted or~~Limited ~~as the context otherwise requires, “Oranco”, the “Company,” “ORNC,” “we,” “us,” and “our” refer~~ to ~~the~~prepare ~~combined business of (i) Oranco, Inc. (“ORNC”),~~ a ~~corporation formed~~report ~~under~~in ~~the~~respect ~~laws~~ of ~~Nevada,~~China’s ~~(ii)~~Wine ~~Reliant~~and ~~Galaxy~~Chinese ~~International~~Spirits ~~Limited~~Market ~~(“Reliant”),~~Research. aWe ~~corporation~~have ~~formed~~also ~~under the~~relied ~~laws~~on ofstatistics ~~British~~provided ~~Virgin~~by ~~Islands, (iii) Sure Rich Investment (Group) Limited (“Sure Rich”),~~ a ~~wholly-owned~~variety ~~subsidiary~~ of ~~ORNC~~publicly ~~formed~~available ~~under~~sources ~~the~~regarding ~~laws of Hong Kong, (iv) Fujian Jin~~China’~~ou Trading Co, Ltd. (“Jin’ou”), a wholly-owned subsidiary of ORNC formed under the laws of the People’~~s ~~Republic~~expectations of ~~China (the “PRC”), (v) Fenyang Huaxin Wine Industry Development Co~~growth., ~~Ltd.~~These ~~(“Huaxin”),~~materials aare ~~wholly-owned~~not ~~subsidiary~~incorporated ofin ~~Jin’ou~~this ~~formed~~prospectus ~~under~~other ~~the~~than ~~laws~~to of the ~~PRC, (vi)~~extent ~~Fenyang~~specifically ~~Jinqiang~~cited ~~Wine~~in ~~Co.,~~this ~~Ltd~~prospectus. (“Jinqiang”), a wholly-owned subsidiary of Huaxin formed under the laws of the PRC, and (vii) Beijing Huaxin Tianchuang Enterprise Management Consulting Co., Ltd. (“Tianchuang”), a 51%-owned subsidiary of Huaxin and a corporation formed under the laws of the PRC.

~~For~~Cautionary ~~the~~Statement ~~sake~~Regarding ofDoing ~~clarity,~~Business this prospectus follows English naming convention of the first name followed by the last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our Chief Executive Officer will be presented as “Peng Yang,” even though, in ~~Chinese, Mr. Yang’s name is presented as “Yang Peng.”~~China

We ~~have~~are ~~relied~~subject onto ~~statistics~~certain ~~provided~~legal ~~by a~~and ~~variety~~operational ofrisks ~~publicly-available~~associated ~~sources~~with ~~regarding~~our ~~China’s~~operations ~~expectations~~being ofbased ~~growth~~in China. WePRC ~~did~~laws ~~not~~and regulations governing our current business operations are sometimes vague and uncertain, ~~directly~~and oras ~~indirectly~~a result these risks may result in material changes in our operations, ~~sponsor~~ completely hinder our ability to offer or ~~participate~~continue into offer our securities to investors and cause the ~~publication~~value of ~~such~~our ~~materials~~securities to significantly decline or become worthless. Recently, the General Office of the Central Committee of the Communist Party of China and ~~these~~the ~~materials~~General ~~are~~Office ~~not~~of ~~incorporated~~the inState ~~this~~Council ~~prospectus~~jointly ~~other~~issued ~~than~~the “Opinions on Strictly Cracking Down Illegal Securities Activities”, which was made available to the ~~extent~~public ~~specifically~~on ~~cited~~July 6, in2021. ~~this~~These ~~prospectus.~~opinions Weemphasized ~~have~~the ~~sought~~need to ~~provide~~strengthen ~~current~~the ~~information~~administration inover ~~this~~illegal ~~prospectus~~securities activities and ~~believe that~~ the ~~statistics~~supervision ~~provided~~on inoverseas ~~this~~listings ~~prospectus~~by ~~remain up~~China-~~to-date~~based companies. The PRC government also initiated a series of regulatory actions and ~~reliable~~statements to regulate business operations in China with little advance notice, ~~and~~including ~~these~~cracking ~~materials~~down ~~are~~on ~~not~~illegal ~~incorporated~~activities in ~~this prospectus~~the ~~other~~securities ~~than~~market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the ~~extent~~scope ~~specifically~~of ~~cited~~cybersecurity reviews, and expanding the efforts in ~~this~~anti-monopoly ~~prospectus~~enforcement.

~~Overview~~On July 10, 2021, the State Internet Information Office issued the Measures of Cybersecurity Review, which requires operators with personal information of more than one million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) published the Regulations on the Administration of Network Data Security (Draft for Comment) open for public consultation, which stipulates that if a data processor proposes to be listed abroad or provide personal information outside the territory of PRC, it shall be subject to certain security assessment and filing requirements in CAC or competent authorities. On December 28, 2021, the CAC and twelve other PRC regulatory authorities jointly revised and issued the Cyber Security Review Measures (“the Review Measures”), which became effective on February 15, 2022. The Review Measures provides, among others, (i) the purchase of cyber products and services by critical information infrastructure operators (the “CIIOs”) and the network platform operators (the “Network Platform Operators”), which engage in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office.

WeOn ~~are~~July 7, ~~engaged~~2022, inthe ~~alcohol~~CAC ~~wholesale~~promulgated ~~in China~~the ~~through~~Measures ~~our~~on ~~operating~~Security ~~subsidiary~~Assessment of Cross-border Data Transfer, ~~Fenyang~~which ~~Huanxin~~became ~~Wine~~effective ~~Industry~~on ~~Development~~September 1, Co2022. The data export measures require that any data processor, ~~Ltd.~~who ~~(“Huaxin”)~~processes or exports personal information exceeding a certain volume threshold pursuant to the measures, ~~which~~shall isapply ~~100% held~~for a security assessment by ~~Fujian~~the ~~Jin’ou~~CAC ~~Trading~~before ~~Co.~~transferring any personal information abroad, ~~Ltd.~~including the following circumstances: (~~“Jin’ou”~~i). important Wedata ~~maintain~~will ~~our~~be ~~principal~~provided ~~executive~~overseas ~~offices~~by atany ~~One Liberty~~data ~~Plaza,~~processor; ~~Suite~~(ii) personal ~~2310~~information ~~PMB#~~will 21be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 ~~New~~individuals; ~~York~~(iii) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 NYindividuals ~~10006~~in the aggregate or has provided the sensitive personal information of more than 10,000 ~~United~~individuals ~~States.~~in ~~Our~~the ~~telephone~~aggregate ~~number~~since isJanuary 1 of last year; and (~~646~~iv) other ~~759-3614~~circumstances where the security assessment is required as prescribed by the CAC. A data processor shall, before applying for the security assessment of an outbound data transfer, conduct a self-assessment of the risks involved in

~~Our~~Table ~~Business~~of Contents

Wethe ~~run a~~outbound ~~growing~~data ~~alcohol~~transfer. ~~wholesale~~The ~~business~~security ~~guided~~assessment byof a ~~core~~cross-border ~~purpose:~~data totransfer ~~promote~~shall ~~premium alcoholic beverages to China’s population. We currently~~ focus ~~our business~~ on assessing the ~~sale~~risks ofthat ~~Chinese~~may ~~Fenjiu~~be ~~liquor~~brought ~~and~~about ~~imported wines. We aim to achieve this purpose~~ by ~~catering to~~ the ~~ever~~cross-~~evolving~~border ~~customer~~data ~~tastes~~transfer inconcerning ~~alcohols~~national ~~through our creative marketing strategies and innovative product designs that target different age groups of China’s population. To that end~~security, wepublic ~~have hired marketing talents who have decades of experience in effective alcohol brand building. As a result~~interests, weor ~~believe we have managed to respond to~~ the ~~demand~~lawful ~~for~~rights ~~Chinese Fenjiu liquor~~ and ~~imported~~interests ~~wines~~of inindividuals ~~the~~or ~~Chinese marketplace~~organizations.

WeOn ~~believe~~December 2, ~~that~~2022, ~~Fenjiu~~the ~~liquor~~Central ~~presents great~~Committee ~~business~~of ~~opportunities~~the ~~for~~Communist usParty toof ~~utilize~~China ~~creative product designs~~ and ~~marketing~~the ~~strategies~~State toCouncil ~~attract~~issued ~~Chinese consumers. Collaborating with Fenjiu Group,~~ the ~~sole~~“Opinions ~~producer~~on ofBuilding ~~Fenjiu~~a ~~liquor~~Data inBasic ~~China,~~System weto ~~have~~Facilitate ~~been~~Data ~~focusing~~as ona ~~product~~Factor ~~design~~of toProduction.” ~~convey a~~The ~~modern~~opinions ~~feel~~aim to ~~our~~lower ~~Fenjiu~~the ~~products~~bar ~~while~~for ~~maintaining~~market ~~Fenjiu~~entities ~~liquor’s~~to ~~historical~~gain ~~elegance.~~access Weto ~~believe our designer packaging~~data, ~~symbolized~~ bypromote ~~its~~efficient ~~bright~~use ~~coloring~~ and ~~prominently~~circulation ~~fat-bellied~~of ~~jars,~~data ~~stands~~on ~~out~~the ~~from~~condition ~~those~~ of ~~our~~protecting ~~competitors.~~national ~~With~~data ~~creative designs and stylized names~~security, ~~our~~personal ~~registered trademarks~~information, ~~such as Dagangjiu (translated as “Big Jar Liquor”), are effective in capturing the attention of Chinese consumers, young~~ and ~~old~~business secrets.

~~Established~~Because inthe ~~October~~current ~~2016,~~operations weof ~~believe~~ our ~~imported~~PRC ~~wine~~Subsidiaries ~~distribution~~do ~~business~~not ~~has~~possess ~~high~~personal ~~growth~~information ~~potential~~from asmore ~~evidenced~~than ~~from~~one ~~the~~million ~~market~~users, ~~prices~~we ofdo ~~the~~not ~~imported~~believe ~~wines~~that ~~from Spain~~we ~~and~~are ~~New~~subject ~~Zealand,~~to the ~~two~~cybersecurity ~~countries~~review ~~where~~by wethe ~~import~~CAC. In ~~most~~addition, as of ~~our~~the ~~wine~~date ~~products~~of ~~from~~this prospectus, inwe ~~the~~have ~~current~~not ~~Chinese~~been ~~market.~~involved Ain ~~great majority~~any ofinvestigations ~~our~~on ~~competitors~~cybersecurity ~~have~~review ~~priced~~initiated ~~their~~by ~~750mL~~the ~~bottles~~CAC ofor ~~wine~~any ~~imported~~other ~~from~~PRC ~~Spain~~regulatory ~~and~~authority, ~~New~~nor ~~Zealand~~have ~~well~~we ~~above~~received ~~RMB~~any ~~200.~~inquiry, ~~This price~~notice, ~~falls~~or ~~within~~sanction ~~the~~related ~~premium~~to ~~range~~cybersecurity inreview under the ~~general~~Cybersecurity ~~Chinese~~Review ~~wine market~~Measures. ~~Within~~As of the ~~general~~date ~~Chinese~~of ~~wine~~this ~~market~~prospectus, ~~the~~we ~~premium~~do ~~range enjoyed~~not ~~the~~believe ~~highest~~we ~~year-on-year~~are ~~growth~~in ~~compared~~a tomonopolistic ~~other~~position ~~price~~in ~~tiers~~the of wine inand ~~2018~~spirits sales and distributions industry. ~~This~~Also, ~~pricing~~as ~~trend~~of ~~for~~the ~~premium~~date ~~wines~~of ~~is applicable~~this toprospectus, ~~imported~~as ~~wines~~further ~~from~~advised ~~Spain~~by ~~and~~our ~~New~~PRC ~~Zealand~~counsel, ~~which~~Beijing weZhonglun ~~believe~~W&D ~~will~~Taiyuan ~~benefit~~Law ~~our~~Firm, ~~growth~~no relevant laws or regulations in ~~2019.~~the ~~Accordingly,~~PRC ~~our~~explicitly ~~strategy is~~require Oranco or its PRC Subsidiaries to ~~continue~~seek ~~pricing~~approval ~~our~~from ~~imported~~the ~~wine~~China ~~products~~Securities ~~within~~Regulatory Commission (the ~~premium~~“CSRC”) ~~range~~or ~~levels~~any toother ~~generate~~PRC ~~higher~~governmental ~~margins.~~authorities ~~Though~~for ~~marketing and~~the ~~branding~~offering, ~~are~~nor ~~still~~has ~~integral~~Oranco, ~~parts~~our Nevada holding company, or any of the ~~wine~~PRC ~~business~~Subsidiaries, inreceived ~~China~~any inquiry, ~~wine~~notice, ~~sales~~warning ~~are~~or ~~highly~~sanctions ~~driven~~regarding by the ~~origin~~offering offrom the ~~wines.~~CSRC ~~Since Spain~~or ~~and~~any ~~New~~other ~~Zealand~~PRC ~~are~~governmental ~~considered~~authorities. ~~prime~~In ~~origins~~summary, ~~for~~the ~~wine~~recent ~~productions,~~statements weand ~~believe~~regulatory ~~that~~actions ~~our~~by ~~imported~~the ~~wine~~PRC ~~products~~government ~~will~~related ~~continue~~ to ~~attract~~ the ~~attention~~use of ~~Chinese~~variable ~~consumers~~interest entities and ~~promote~~data ~~the~~security ~~sustainable~~or ~~growth~~antimonopoly ofconcerns, have not affected our ~~imported~~ability ~~wine~~to conduct our business, accept foreign investments, or list on a U.S. or other foreign securities exchange.

WeHowever, ~~believe~~all ~~that~~of ~~effective~~the ~~marketing~~statements ~~strategies~~ and ~~creative~~regulatory ~~product~~actions ~~designs~~referenced in this prospectus are ~~two~~newly ~~major~~published, ~~contributing~~official ~~factors~~guidance and related implementation rules have not been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, the ability to accept foreign investments and list on a U.S. securities exchange. PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require Oranco or our ~~success~~PRC Subsidiaries to obtain regulatory approvals from Chinese authorities before listing in the United States. ToIf ~~improve~~we ~~and~~inadvertently conclude that such permission or approval is not required, or fail to obtain or maintain ~~the~~such ~~effectiveness~~permissions, ofapprovals, licenses or permits required for our ~~marketing~~ ~~strategies~~business or respond to changes in the applicable laws, regulations or interpretations, and we ~~have~~fail ~~established~~to ~~integrated~~obtain ~~and~~such ~~collaborative~~permissions ~~processes~~or approvals in the future, we could be subject to ~~drive~~liabilities, ~~coordinated~~penalties ~~operations~~and ~~across~~operational disruption, which may materially and adversely affect our ~~marketing efforts~~business, operating results, financial condition and ~~sales.~~the ~~Our~~value ~~marketing~~of ~~strategies~~our ~~enable~~securities, ussignificantly limit or completely hinder our ability to ~~promote~~offer ~~multiple~~or ~~sales~~continue ~~concepts~~to ~~across~~offer ~~two~~securities ~~major~~to ~~alcohol~~investors, ~~categories~~or cause such securities to significantly decline in value or become worthless. If it is determined in the future that the approval of the CSRC, ~~effectively attracting~~the ~~different~~Cyberspace ~~age~~Administration of China or any other PRC regulatory authority is required for this offering, Oranco and ~~cultural~~its ~~groups~~PRC ofSubsidiaries may face sanctions by the ~~Chinese~~CSRC, ~~population~~the Cyberspace Administration of China or other PRC regulatory agencies. ~~Our~~These ~~marketing~~regulatory ~~plans~~agencies ~~are~~may ~~tailored~~impose fines and penalties on the operation of our PRC Subsidiaries in China, limit the ability of our PRC Subsidiaries to ~~meet~~pay dividends outside of China, limit the ~~evolving~~operations ~~taste and~~of ~~demands~~our PRC Subsidiaries in China, delay or restrict the repatriation of ~~Chinese~~the ~~consumers.~~proceeds Asfrom this offering into China or take other actions that could have a ~~result~~material adverse effect on our and of our PRC Subsidiaries’ business, wefinancial ~~believe~~condition, ~~that~~results of operations and prospects, as well as the ~~Company~~trading price of Oranco’s ~~innovative~~securities. The CSRC, the Cyberspace Administration of China or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and ~~highly-customized~~delivery ~~designs~~of ~~draw considerable~~Oranco’s ~~public~~shares ~~attention~~of common stock. Consequently, ~~which~~if you engage in ~~turns~~market istrading aor ~~contributing~~other ~~factor~~activities in anticipation of and prior to settlement and delivery, you do so at the ~~volume~~risk that settlement and delivery may not occur. In addition, if the CSRC, the Cyberspace Administration of China or other PRC regulatory agencies later promulgate new rules requiring that we or our ~~sales~~PRC Subsidiaries obtain their approvals for this offering, we or our PRC Subsidiaries may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of Oranco’s securities. For more details, see “Risks Related to Doing Business in China — Approvals and/or other requirements by the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approvals” on page 24.

For the nine months ended March 31, 2019, we generated revenue of approximately 91.4% from Fenjiu liquor wholesale and approximately 8.6% from imported wine wholesale. For the nine months ended March 31, 2018, we generated revenue of approximately 85.3% from Fenjiu liquor wholesale and approximately 14.7% from imported wine wholesale. For the year ended June 30, 2018, we generated revenue of approximately 84.9% from Fenjiu liquor wholesale and approximately 15.1% from imported wine wholesale. For the year ended June 30, 2017, we generated revenue of approximately 89.9% from Fenjiu liquor wholesale and approximately 10.1% from imported wine wholesale. We have not experienced any seasonality in our business.

Business Strategy

Increasing our market share - We expect that consumers’ increasing awareness of our brand will lead to increased demand of our products. We intend to continue focusing on developing Chinese Fenjiu liquor and imported wine wholesale markets. Through creating new designs, expanding our marketing efforts, developing closer relationships with dealers, and building stable relationships with our major suppliers, we expect to expand our product lines and improve our brand awareness and customer loyalty to meet market demands and improve our sales performance.

Expansion of our sources of supply, productivity and sales network - To meet the increasing demand for imported wine and Chinese Fenjiu liquor, we will continue cooperating with major suppliers to ensure both the quantity and quality of our Chinese Fenjiu liquor and imported wine inventory. In addition to our present sales network, we expect to increase our investment in training our employees, updating our website and improving our client information managing system. Our goal is to build a high performance sales network with a very personal approach to our business partners.

Competitive Strengths

Although we operate in a highly competitive industry, we believe that the following factors provide us with the competitive advantages in the marketplace that could differentiate us from our potential competitors:

● Our Company has a high brand recognition in the Chinese Fenjiu liquor market. Our Fenjiu liquor is sold under the “Dagangjiu” brand and is one of the Chinese Fenjiu liquor market’s most popular brands. We have relied on the international fame of Fenjiu Group, our inventory manufacturer, to become one of the leading brands in international alcohol festivals. We believe that our brand’s strong recognition reinforces our existing customer goodwill in Shanxi province and beyond.

●Table ~~Our~~of marketing team’s extensive experience and reputation in our industry. We believe that our marketing team’s industry experience and reputation is unmatched in the industry. We believe our commercial campaigns are well accepted by consumers and resonate with potential liquor distribution partners. To some degree, we believe our commercial campaigns influence consumer trends in the Chinese Fenjiu liquor markets.Contents

●Cautionary AStatement ~~Flexible~~Regarding ~~Business~~Holding ~~Model.~~Foreign WeCompanies ~~have~~Accountable a flexible business model that enables us to quickly adjust our marketing strategy and product packaging to meet customers’ evolving needs and preferences. Since our brand is well recognized and our current business model is based on flexible dealership relationship, we can adjust our strategic partnerships to address new product preferences while maintaining our accumulated goodwill.Act

●On ~~Service-driven~~May 20, ~~and~~2020, ~~Cohesive~~the ~~Management Team~~U.S. Senate ~~Our~~passed ~~senior~~the ~~management~~Holding ~~team~~Foreign ~~has~~Companies ~~guided~~Accountable ~~our~~Act ~~organization~~requiring ~~through~~a ~~its~~foreign ~~expansion~~company ~~and,~~to wecertify ~~believe,~~it ~~positioned~~is usnot ~~for~~owned ~~continued~~or ~~growth.~~controlled ~~Each~~by ~~member~~a offoreign ~~our~~government ~~Huanxin~~if ~~management~~the ~~team~~PCAOB ~~has~~is anunable ~~average~~to ofaudit 20specified ~~years~~reports ofbecause ~~expertise.~~the ~~Additionally,~~company ~~our~~uses ~~management~~a ~~team~~foreign ~~possesses~~auditor ~~extensive~~not ~~experience~~subject ~~across~~to aPCAOB ~~broad~~inspection. ~~range~~If ofthe ~~disciplines~~PCAOB ~~such~~is asunable ~~alcohol~~to ~~marketing,~~inspect ~~business~~the ~~negotiation,~~Company’s ~~and~~auditors ~~financing~~for three consecutive years, ~~which~~the ~~are~~issuer’s ~~essential~~securities ~~qualities~~are prohibited to ~~help~~trade uson ~~achieve~~a ~~our~~U.S. stock ~~goal~~exchange. toOn ~~“promote~~December 2, ~~premium~~2020, ~~alcoholic~~the ~~beverages~~U.S. House toof Representatives approved the ~~Chinese~~Holding ~~population~~Foreign ofCompanies ~~all~~Accountable ~~ages~~Act.” On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two, and thus, would reduce the time before our securities may be prohibited from trading or delisted.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements and potential violations it inspects and investigates and puts in place procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed. In addition, the Statement of Protocol grants the PCAOB direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. While significant, the Statement of Protocol is only a first step. Uncertainties still exist as to whether and how this new Statement of Protocol will be implemented. The PCAOB is required to reassess its determinations by the end of 2022 and there are uncertainties whether the PCAOB will determine it is still unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong.

The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in Oranco’s stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our auditor, PKF Littlejohn, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws of the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in London, U.K., and is subject to inspection by the PCAOB on a regular basis with the latest inspection report dated May 2022, and PKF Littlejohn is not subject to the determinations announced by the PCAOB on December 16, 2021.

The recent joint statement by the SEC and PCAOB proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act called for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. Despite that we have a U.K. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include, but are not limited to, that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist our securities.

~~THE~~Table ~~OFFERING~~of Contents

Common Stock outstanding before the offering		419,487,480 shares
Common Stock offered by selling stockholders		73,898,080 shares of Common Stock held by the selling stockholders.
Common Stock to be outstanding after the offering		419,487,480 shares.
OTC Pink Symbol		ORNC. No active market for our Common Stock presently exists.
Use of proceeds		This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders named herein. We will not receive any proceeds from the sale of the Common Stock offered hereby.

We cannot assure you whether Nasdaq or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’s implementation process related to the March 2021 interim final amendments will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S. companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition, the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of Oranco’s common stock could be adversely affected, trading in Oranco’s securities may be prohibited and Oranco could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time. The PCAOB issued a Determination Report on December 15, 2022, determining that the PCAOB secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong, and vacating the 2021 Determinations to the contrary. However, the PCAOB further noted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access. For a detailed description of the risks relating to the Holding Foreign Companies Accountable Act, see “Risk Factors — Risks Related to Doing Business in China” commencing on page 24.

Business Overview

Our Mission

Our mission is to promote premium light aromatic flavor Chinese Baijiu to China’s population at reasonable prices. Chinese Baijiu is spirits distilled from sorghum, barley and other grains. We aim to achieve this purpose through our high-quality Chinese Baijiu, a wide range of price points, creative and extensive marketing strategies and innovative bottle designs.

Corporate History

Oranco was incorporated under the laws of the State of Nevada on June 16, 1977, and became registered with the Securities and Exchange Commission in 2005.

On December 26, 2017, Million Success Business Limited (“Million Success”) entered into a purchase agreement with the then largest stockholder of Oranco, Mr. Claudio Gianascio, who owned 90.4% of the total outstanding shares of Oranco. Pursuant to the terms of the purchase agreement, Mr. Claudio Gianascio sold to Million Success all of his shares of common stock of Oranco, or 38,121,530 shares of the common stock, for $340,000. The share purchase closed on December 29, 2017.

At the closing of the share purchase, Mr. Peng Yang was appointed to serve as sole director, President, Treasurer and Secretary of Oranco, with such appointment effective on January 5, 2018.

On June 29, 2018, Oranco completed and closed a share exchange under a share exchange agreement by and among (i) Oranco, Inc.; (ii) Reliant Galaxy International Limited, a British Virgin Islands company with limited liability in which Mr. Peng Yang held a majority of shares; and (iii) the stockholders of Reliant (the “Reliant Sellers”). Pursuant to the share exchange agreement, Oranco acquired from the Reliant Sellers all of the issued and outstanding equity interests of Reliant in exchange for 349,296,000 newly-issued shares of common stock of Oranco to the Reliant Sellers. As a result of the share exchange, Reliant became a wholly owned subsidiary of Oranco and Mr. Peng Yang, Oranco’s current Chief Executive Officer, became the controlling stockholder of Oranco.

On February 23, 2022, the Securities and Exchange Commission accepted an offer of settlement submitted by Oranco and revoked the registration of each class of Oranco’s registered securities because Oranco had failed to file any periodic reports with the Securities and Exchange Commission since the period ended September 30, 2020. The primary cause of this failure was the severe delays in the Company’s preparation of its financial reports due to the ongoing COVID-19 pandemic. Mr. Peng Yang was serving as the Chief Executive Officer and sole director of Oranco when Oranco failed to file the periodic reports.

~~SELECTED~~Table ~~FINANCIAL~~of ~~DATA~~Contents

The following table sets forth selected historical statements of operations for the nine months ended March 31, 2019 (unaudited), the year ended June 30, 2018 and the year ended June 30, 2017, and balance sheets data as of March 31, 2019 (unaudited), June 30, 2018 and June 30, 2017, which have been derived from our audited financial statements for those periods. Our ~~historical~~Corporate results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our consolidated financial statements and related notes as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in the prospectus.Structure

	Years Ended				Nine months ended
	June 30,				March 31,
Consolidated Statement of Operations Data	2018		2017		2019		2018
	(audited)		(audited)		(unaudited)		(unaudited)
	RMB		RMB		RMB		RMB
Revenues		101,759,660		91,144,666		96,037,641		83,258,237
Cost of sales		27,800,667		24,065,113		24,395,247		23,002,777
Selling and distribution expenses		5,477,457		2,521,950		3,020,324		3,338,043
Administrative expenses		7,109,937		5,516,707		6,159,429		3,686,062
Other income		155,700		227,552		90,807		131,447
Interest and other financial charges		1,759,325		3,420,272		41,238		1,768,720
Income tax expense		15,095,681		14,121,343		16,024,012		12,623,911
Net income	$	44,672,293	$	41,726,833	$	46,488,198	$	38,970,171
Earnings per share
– Basic and diluted earnings per share	$	1.54	$	7.98	$	0.11	$	8.87

Substantially all of our business operations are located in China. Oranco is a Nevada holding company with its business operations conducted in China through its PRC wholly foreign owned enterprise Jin’ou, or WFOE, and the two operating subsidiaries of WFOE, Huaxin and Jinqiang. We maintain our principal executive offices at 6470 East Johns Crossing, Suite 160 Johns Creek, GA 30097, United States. Our telephone number is (470) 567-3773.

	As of June 30,				As of March 31,
Consolidated Balance Sheet Data	2018		2017		2019
	(audited) RMB		(audited) RMB		(unaudited) RMB
Cash and cash equivalents	$	26,504,962	$	6,607,407	$	57,394,020
Total Assets	$	109,350,204	$	90,561,289	$	162,725,447
Total Shareholders’ Equity	$	5,005,968	$	55,136,192	$	51,494,166
Total Liabilities and Shareholders’ Equity	$	109,350,204	$	90,561,289	$	162,725,447

Below is an illustration of our corporate structure.

Our Business

We are engaged in the business of marketing, selling and distributing light aromatic flavor Chinese Baijiu with a moderate price range in China.

Since 2013, our PRC Subsidiaries focused their business on the distribution and sale of Chinese Fenjiu Liquor, which is the premium brand name for light aromatic flavor Chinese Baijiu produced by Fenjiu Group. Distribution and sale of Fenjiu Liquor presented great business opportunities for us to build up extensive distribution channels and to develop effective marketing strategies to attract Chinese Baijiu consumers while promoting light aromatic flavor Chinese Baijiu under our own brands. Collaboration with Fenjiu Group and the sale of co-branded Fenjiu Liquor have increased the name recognition of our own brands.

In October 2016, our PRC Subsidiaries established their imported wine distribution business, in which they have sold and distributed wines imported from Spain and New Zealand in China.

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After years of accumulation of experience, our PRC Subsidiaries have obtained significant knowledge of Chinese Baijiu market and deep understanding of the tastes of Chinese Baijiu consumers. With such knowledge and understanding, our PRC Subsidiaries started to shift the business focus to marketing and selling light aromatic flavor Chinese Baijiu under a series of our own brands, including Dagangjiu (translated as “Big Jar Liquor”), Xiaogangjiu (translated as “Small Jar Liquor”), Jinshuiyao (translated as “the Tale of Shanxi’s Water”) and a few other brands. At the same time, we have gradually decreased our sale of imported wines as we perceive the Chinese market for imported wines has become unfavorable to our business.

As a result of the above-described evolution of the business operations of our PRC Subsidiaries, the current business of our PRC Subsidiaries consists of three sectors in China:

• sale of light aromatic flavor Chinese Baijiu under our own brands, which accounted for approximately 100%, 84.5% and 77.2% of our revenue for the six months ended December 31, 2022, fiscal year ended June 30, 2022 and fiscal year ended June 30, 2021, respectively;

• collaboration with Fenjiu Group to sell co-branded Fenjiu Liquor bearing both Fenjiu Group brands and our own brands, and to a lesser extent, Chinese Baijiu bearing Fenjiu Group brands only, which accounted for approximately 0%, 11.7% and 10.0% of our revenue for the six months ended December 31, 2022, fiscal year ended June 30, 2022 and fiscal year ended June 30, 2021, respectively; and

• sale of imported wines, which accounted for approximately 0%, 3.8% and 12.8% of our revenue for the six months ended December 31, 2022, fiscal year ended June 30, 2022 and fiscal year ended June 30, 2021, respectively.

In order to reduce the risks of counterfeit products, we are exploring the potential application of blockchain technology to our products through Guimi, a PRC technology company in which Huaxin purchased 20% of ownership interests at the price of RMB 1 million (approximately US$143,000) in September 2018. Blockchain technology can be applied to trace the production and transportation of goods, therefore enhancing the certainty of authenticity of the covered goods. This offers a meaningful solution to our business, long-plagued by counterfeit and pirated products. Guimi is still developing a technology that can be applied to our products.

Business Strategy

• Increase our market share. We expect that consumers’ increasing awareness of our brands will lead to increasing demand for our products. Our PRC Subsidiaries intend to continue focusing on developing light aromatic flavor Chinese Baijiu and, to a lesser extent, imported wine wholesale markets. By creating new bottle designs, expanding the marketing efforts, developing closer relationships with distributors and dealers, and building stable relationships with our major suppliers, we expect to improve our brand awareness and customer loyalty to improve our PRC Subsidiaries’ sales performance and expand our product lines to meet market demands.

• Expand our sources of supply and distribution networks. To meet the increasing demand for light aromatic flavor Chinese Baijiu, our PRC Subsidiaries will continue working closely with major suppliers to ensure both the quantity and quality of our light aromatic flavor Chinese Baijiu. In addition to maintaining the present distribution networks of our PRC Subsidiaries, we expect to further increase the investment in training our employees, updating our website and improving our client information managing system. Our goal is to build a high-performance distribution network with a very personal approach to our business partners.

• Focus on the development of our own brands. We believe that our own brands, especially Dagangjiu, enjoy high brand recognition and provide us with a competitive edge. Our PRC Subsidiaries intend to fully utilize the premium and flexibility offered by such brand recognition. Although our PRC Subsidiaries currently focus on light aromatic flavor Chinese Baijiu, we believe, based on the experience of the management of our PRC Subsidiaries, that we can develop products featuring Moutai-flavor or Luzhou-flavor Chinese Baijiu under the same brands.

• Multi-channel media marketing strategy. Our PRC Subsidiaries plan to expand our marketing efforts on online sales channels. In recent years, the Chinese Baijiu consumer market has seen an increased portion of sales completed through online channels. To better adjust to this shift and supplement our brick-and-mortar sale channels, our PRC Subsidiaries have set up accounts at Douyin and Kuaishou, both popular short-video platforms in China, to promote brand recognition. Our PRC Subsidiaries intend to invest further efforts on the online marketing channels and online sales.

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• Products on different price levels. We sell a variety of Chinese Baijiu products ranging from RMB30 (approximately $4) to RMB300 (approximately $40) a 500ml-bottle. This pricing strategy enables our PRC Subsidiaries to attract consumers with different needs in the moderately priced Chinese Baijiu submarket.

Competitive Strengths

Although we operate in a highly competitive industry, we believe that the following factors provide us with competitive advantages that differentiate us from our existing and potential competitors in the marketplace:

• Our PRC Subsidiaries have gained brand recognition in the light aromatic flavor Chinese Baijiu market. One of the most well-known brand names in light aromatic flavor Chinese Baijiu market is Fenjiu Liquor, which is exclusively produced by Fenjiu Group. Our PRC Subsidiaries sell Fenjiu Liquor bearing Fenjiu Group brands and our own brands, such as Dagangjiu and Xiaogangjiu. By leveraging the national and international fame of Fenjiu Group, our brands gradually gained strong recognition through co-branding with Fenjiu Group. Our PRC Subsidiaries have further secured the production of our own brand Chinese Baijiu with the alliances with several other distilleries in Shanxi Province. We believe that the strong recognition of our brands reinforces our existing customer goodwill in Shanxi province and beyond, providing us with a competitive advantage.

• Our marketing team’s extensive experience and superior reputation in our industry. Our PRC Subsidiaries have hired marketing teams who have decades of experience in effective alcohol brand building. We believe that our PRC Subsidiaries’ marketing experts’ extensive industry experience and their excellent reputation enable us to have more effective market campaigns as compared to our peer competitors. Our PRC Subsidiaries’ commercial campaigns have been well accepted by our customers and distributors. The expertise of the marketing teams helps us navigate the local cultural complexities and market demands across China and position our PRC Subsidiaries for future opportunities.

• A flexible business model. Our current business model is flexible. We own a portfolio of brands but not distilleries. Our PRC Subsidiaries currently outsource the production of our own brand Chinese Baijiu products to quality distilleries. Currently, our PRC Subsidiaries are in strategic partnerships with Fenjiu Group (through one of its subsidiaries, Fenjiu Group Liquor Development District Sales Limited Liability Company, “汾酒集团酒业发展区销售有限责任公司”), Shanxi Xinghuaxiang Distillery Group Co., Ltd. (“山西杏花香酒厂集团股份有限公司”), Fenyang Xinghua Haokoufu Liquor Co. Ltd. (“汾阳市杏花好口福酒业”) and Fenyang Xinxinxiangrong Commerce Co. Ltd. (“汾阳市欣欣向荣商贸有限公司”). Thus, if and when we decide to launch a new product under our brands, our PRC Subsidiaries do not need to invest in any physical liquor production facilities. Instead, our PRC Subsidiaries can approach and select quality Chinese Baijiu makers and form new collaborations pursuant to which such Chinese Baijiu makers will produce Chinese Baijiu in accordance with our specifications. Additionally, our PRC Subsidiaries can readily apply our goodwill to such new business lines. This flexible business model has contributed to the resilience of our business performance.

In addition, our current business strategy emphasizes on the marketing, packaging and distribution of the light aromatic flavor Dagangjiu series products, as well as the sales and distribution of the Fenjiu liquor produced by the Fenjiu Group. By doing so, our PRC Subsidiaries have built up considerable business goodwill, including brand recognition, distribution channels and efficient marketing strategies. Additionally, we can easily apply such business goodwill to new business lines. For example, if our PRC Subsidiaries decide to distribute and sell Luzhou-flavor Chinese Baijiu and Moutai-flavor Baijiu, which are two other major flavor Chinese Baijiu, we believe our PRC Subsidiaries will be able to take advantages of our own brand premium, existing experienced sales teams, effective marketing strategies, creative product packaging and well established distribution networks to achieve our new business goals. Our flexible business model enables us to be better positioned to adjust to the constantly evolving Chinese Baijiu market and consumer demands.

• Service-driven and cohesive management teams. Our talented and dedicated management teams, including both senior and mid-level, have guided our organization through its expansion and, we believe, positioned us for continued growth. Additionally, our PRC Subsidiaries’ management teams possess extensive experience across a broad range of disciplines, including Chinese Baijiu marketing, sales, e-commerce, finance, franchising and business management. Our PRC Subsidiaries’ management teams embrace our core purpose to “promote premium alcoholic beverages to the Chinese population of all

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legal ages”. They are the promotors of our passionate and customer-oriented business culture, which is shared by our employees throughout the Group. We believe our management teams are service-driven and cohesive, focusing on the Group’s long-term business growth. See “Management.”

• Creative Product Designs. We have been focusing on product designs to add a modern touch to the historical elegance of Chinese Baijiu bottles. We believe our PRC Subsidiaries’ designer packaging, symbolized by its bright coloring and prominently fat-bellied jars, are attractive to modern consumers who enjoy traditional China Baijiu culture. Our PRC Subsidiaries also customize the bottle designs to cater to special demands from certain consumers. In general, with creative designs and stylized names, our registered trademarks, such as Dagangjiu (translated as “Big Jar Liquor”), are effective in capturing the attention of Chinese consumers of all legal ages, young and old.

Dividends and Other Distributions

Oranco is a holding company with no material operations of its own and does not generate any revenue. Oranco’s current corporate structure does not contain any VIE structures in the PRC and neither Oranco nor the PRC Subsidiaries have any intention to establish any VIEs in the PRC in the future. Although currently we do not have any VIE structure, we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to VIE structures, data and cyberspace security, and anti-monopoly concerns, would be applicable to a company such as Huaxin or Jinqiang.

We currently conduct substantially all of our operations through Huaxin and Jinqiang, our indirectly wholly owned subsidiaries. We are permitted under PRC laws and regulations to provide funding to PRC Subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” on page 28.

Currently, other than complying with the applicable PRC laws and regulations, we do not have our own cash management policy and procedures that dictate how funds are transferred. As of December 31, 2022, there were no cash flows and no funds transferred among Oranco and its subsidiaries. As of the date of this prospectus, there have been no funds transferred between our WFOE and our PRC Subsidiaries. As of December 31, 2022, there were no funds transferred among our PRC Subsidiaries and our Company or between our PRC Subsidiaries. In case of any transfer of funds in the future, the transfer of funds among companies will subject us to the Provisions on Private Lending Cases, which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. As advised by our PRC counsel, Beijing Zhonglun W&D Taiyuan Law Firm, the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. As of the date of this prospectus, we have not been notified of any other restriction which could limit our PRC Subsidiaries’ abilities to transfer cash between subsidiaries.

Our PRC Subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up for previous years’ accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of its registered capital. This portion of our PRC Subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. See “PRC Regulations — PRC Regulations on Dividend Distribution and Transfer of Cash.” However, none of our subsidiaries has made any dividends or other distributions to Oranco, our holding company, or any U.S. investors as of the date of this prospectus. See “Risk Factors — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

As of the date of this prospectus, none of Oranco or any of our subsidiaries has ever paid dividends or made other distributions to U.S. investors, and we do not expect to declare or pay any dividends or distributions to U.S. investors in the foreseeable future after the completion of this offering. Oranco intends to retain all of our available funds and any future earnings after this offering and cash proceeds from overseas financing activities, including this offering, to fund the development and growth of the Group’s business. As a result, Oranco does not expect to pay any cash dividends in the foreseeable future. The declaration and payment of any future dividends will be at the sole

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discretion of the board of directors of Oranco and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, and other considerations that our board of directors deems relevant.

In addition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to transfer cash out of China, and pay dividends in foreign currencies to Oranco’s shareholders. There can be no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors, which could result in an inability or prohibition on making transfers or distributions outside of China and may adversely affect our business, financial condition and results of operations. See “Risk Factors — Risks Related to Doing Business in China — Restrictions on currency exchange may limit our ability to utilize our revenues effectively” on page 34.

A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of shares of common stock by such investors is also subject to PRC tax at a current rate of 10%, which, in the case of dividends, will be withheld at source if such gain is regarded as income derived from sources within the PRC. See also “Risk Factors — Risks Related to Doing Business in China — Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may be subject to PRC tax” on page 31.

Summary of Risk Factors

Our ability to execute our business strategy is subject to numerous risks, as more fully described in “Risk Factors” immediately following this prospectus summary. These risks include, among others:

• The lack of diversity of our business may exacerbate the volatilities we experience. For a detailed discussion of risks related to our business concentration, see “Risk Factors — We mainly generate our revenue from the light aromatic flavor Chinese Baijiu business, a sub-area of the alcohol market, the lack of diversity of our business may exacerbate the volatility we experience” commencing on page 16.

• The supply of our own brand Chinese Baijiu products relies on a few distilleries with a geographical concentration, any disruption in their production or supply chain may materially and adversely affect our business and results of operations. For a detailed discussion of risks related to the supplying distilleries, see “Risk Factors — The supply of our own brand Chinese Baijiu products relies on a few distilleries with a geographical concentration, any disruption in their production or supply chain may materially and adversely affect our business and results of operations” commencing on page 16.

• If counterfeit products are sold under our brand names and trademarks, our reputation and financial results could be materially and adversely affected. For a detailed discussion of risks related to the reputation about our brand names, see “Risk Factors — If counterfeit products are sold under our brand names and trademarks, our reputation and financial results could be materially and adversely affected” commencing on page 16.

• We rely on several major distributors for distribution and sales of our products, any change in our relationship with such key distributors may significantly affect our business. For a detailed discussion of risks related to our distributors, see “Risk Factors — We rely on several major distributors for distribution and sales of our products, any change in our relationship with such key distributors may significantly affect our business” commencing on page 17.

• We face intense competition, and if we fail to compete effectively, we may lose market share and customers. For a detailed discussion of risks related to competition, see “Risk Factors — We face intense competition and, if we fail to compete effectively, we may lose market share and customers” commencing on page 17.

• The Group derives a portion of its revenue from its strategic partnership with Fenjiu Group. Any disruptions in our relationship with Fenjiu Group may have a negative impact on our profitability and operating results. For a detailed discussion of risks related to Fenjiu Group, see “Risk Factors — The Group derives a portion of its revenue from its strategic partnership with Fenjiu Group. Any disruptions in our relationship with Fenjiu Group may have a negative impact on our profitability and operating results” commencing on page 17.

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• If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected. For a detailed discussion of risks related to inventory management, see “Risk Factors — If we fail to manage our inventory effectively, our financial condition, results of operations, and liquidity may be materially and adversely affected” commencing on page 19.

• Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic, or by any other novel global public health threats or fear thereof. For a detailed discussion of risks related to the COVID-19 pandemic, see “Risk Factors — Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic, or by any other novel global public health threats or fear thereof” commencing on page 19.

• Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC laws and regulations may have a material and adverse impact on our business, financial condition and results of operations. For a detailed discussion of risks related to the approvals, licenses, or permits under the PRC laws and regulations, see “Risk Factors — Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC laws and regulations may have a material and adverse impact on our business, financial condition and results of operations” commencing on page 21.

• Oranco has relied on Mr. Peng Yang, Oranco’s Chief Executive Officer, to fund its operation expenses in the U.S. and thus incurred a substantial amount of debt. If Mr. Peng Yang declares maturity and collects the debt from us, we may face liquidity or insolvency difficulties. For a detailed discussion of risks related to Oranco’s reliance on Mr. Peng Yang, see “Risk Factors — Oranco has relied on Mr. Peng Yang, Oranco’s Chief Executive Officer, to fund its operating expenses in the U.S. and has thus incurred a substantial amount of debt. If Mr. Peng Yang declares maturity and collects the debt from Oranco, Oranco may face liquidity or insolvency difficulties” commencing on page 23.

• Oranco is a holding company incorporated in Nevada, with no material operations of its own, Oranco conducts substantially all of its operations through and receives economic benefits from the PRC Subsidiaries. You are specifically cautioned that there are significant legal and operational risks associated with having substantially all of our business operations in China, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition, results of operations and the market price of Oranco’s securities. Moreover, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our PRC Subsidiaries and their operations in China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities that Oranco is registering for sale or could significantly limit or completely hinder Oranco’s ability to offer or continue to offer the securities to investors and could cause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to the holding corporate structure see page 66 and “Risks Related to Doing Business in China — We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our PRC Subsidiaries or Oranco were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. securities exchanges, we will not be able to continue listing on U.S. securities exchanges, which would materially affect the interest of the investors” commencing on page 27.

• The Chinese government exerts substantial influence over the manner in which we must conduct our business activities, which would materially affect the interest of the investors. For a detailed discussion of risks related to influences exerted by the Chinese government, see “Risk Factors — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities, which would materially affect the interest of the investors” commencing on page 27.

• PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion could materially and adversely affect our liquidity and our ability to fund and expand our business. For a detailed discussion of risks related to the PRC governmental control of currency conversion, see “Risk Factors — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay

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us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” commencing on page 28.

• Approvals and/or other requirements by the CSRC or other PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approvals. For a detailed discussion of risks related to requirements by the CSRC or other PRC governmental authorities, see “Risk Factors — Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business we may be able to conduct in the PRC and accordingly on the results of its operations and financial condition” commencing on page 30.

• You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions against our management named in this prospectus based on foreign laws, and therefore you may not be afforded the same protection as provided to investors in U.S. domestic companies. For a detailed discussion of risks related to the service of legal process or enforcing judgments, see “Risk Factors — You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions against us or our management, in China, based upon U.S. laws, including the U.S. federal securities laws, or other foreign laws” commencing on page 31.

• Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business we may be able to conduct in the PRC and accordingly on the results of its operations and financial condition. For a detailed discussion of risks related to the political and economic policies of the PRC government, see “Risk Factors — Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business we may be able to conduct in the PRC and accordingly on the results of its operations and financial condition” commencing on page 30.

• Huaxin, Jinqiang and Jin’ou’s businesses are subject to extensive regulation and supervision by government authorities, which may negatively impact their financial results. For a detailed discussion of risks related to regulation and supervision by PRC government authorities, see “Risk Factors — Huaxin, Jinqiang and Jin’ou’s businesses are subject to extensive regulation and supervision by state, provincial and local government authorities, which may interfere with the way we conduct our business and may negatively impact their financial results” commencing on page 30.

• Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. For a detailed discussion of risks related to enhanced scrutiny by the PRC tax authorities, see “Risk Factors — Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future” commencing on page 33.

• Fluctuations in the foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition. For a detailed discussion of risks related to foreign currency exchanges, see “Risk Factors — Restrictions on currency exchange may limit our ability to utilize our revenue effectively” commencing on page 34.

• If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount that you will actually ultimately receive. For a detailed discussion of risks related to taxation on future dividends in a foreign currency, see “Risk Factors — If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount that you will actually ultimately receive” commencing on page 34.

• Future inflation in China may inhibit economic activity and adversely affect our operations. For a detailed discussion of risks related to inflation in China, see “Risk Factors — Future inflation in China may inhibit economic activity and adversely affect our operations” commencing on page 34.

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• PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China. For a detailed discussion of risks related to growth through acquisitions in China, see “Risk Factors — PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China” commencing on page 34.

• Oranco’s common stock may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years. For a detailed discussion of risks related to the Holding Foreign Companies Accountable Act, see “Risk Factors — Oranco’s common stock may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting and the cessation of trading of our shares, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment” commencing on page 35.

• Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the Company’s listed securities. For a detailed discussion of risks related to Nasdaq’s criteria, see “Risk Factors — Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the Company’s listed securities” commencing on page 37.

• Oranco’s bylaws and Nevada law may discourage, delay or prevent a change of control of our company or changes in our management, which could have the result of depressing the trading price of Oranco’s common stock. For a detailed discussion of risks related to Oranco’s bylaws and Nevada law, see “Risk Factors — Oranco’s bylaws and Nevada law may discourage, delay or prevent a change of control of our company or changes in our management, which could have the result of depressing the trading price of Oranco’s common stock” commencing on page 38.

• Certain recent initial public offerings of companies with public floats comparable to Oranco’s anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Oranco may experience similar volatility, which may make it difficult for prospective investors to assess the value of its shares of common stock. For a detailed discussion of risks related to extreme stock price volatilities, see “Risk Factors — Certain recent initial public offerings of companies with public floats comparable to Oranco’s anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Oranco may experience similar volatility, which may make it difficult for prospective investors to assess the value of its shares of common stock” commencing on page 43.

Corporate Information

Oranco, Inc. is a company incorporated under the laws of the State of Nevada. Our principal executive office is located at 6470 East Johns Crossing, Suite 160 Johns Creek, GA 30097 and our telephone number is (470) 567-3773. Our website address is www.orancocinc.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained in, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase Oranco’s common stock.

Legal Proceedings

Currently there are no legal proceedings pending or threatened against the Group. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise.

Smaller Reporting Company

We are a “smaller reporting company” and will remain a smaller reporting company if either (i) the market value of Oranco’s common stock held by non-affiliates is less than $250 million as of the last business day of our most recently

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completed second fiscal quarter, or (ii) our annual revenue is less than $100 million during our most recently completed fiscal year and the market value of Oranco’s common stock held by non-affiliates is less than $700 million as of the last business day of our most recently completed second fiscal quarter. We intend to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies, such as reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition periods which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Oranco’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in the accounting standards used.

Controlled Company

Oranco is a “controlled company” as defined under the Nasdaq Stock Market Rules because, and as long as, Mr. Peng Yang, Oranco’s Chief Executive Officer, controls more than 50% of the Oranco’s voting rights for the election of the Oranco’s directors. For so long as Oranco remains a controlled company under that definition, Oranco will be permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including:

• an exemption from the rule that a majority of Oranco’s board of directors must be independent directors;

• an exemption from the rule that the compensation of Oranco’s chief executive officer must be determined or recommended solely by independent directors;

• an exemption from the rule that Oranco’s director nominees must be selected or recommended solely by independent directors; and

• an exemption from the rule that requires an annual performance evaluation of the compensation and nominating and corporate governance committees.

As a result, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

In addition, on June 20, 2012, the SEC passed final rules implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The SEC rules direct each of the national securities exchanges to develop listing standards requiring, among other things, that:

• compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements;

• compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisors; and

• compensation committees be required to consider, when engaging compensation consultants, legal counsel or other advisors, certain independence factors, including factors that examine the relationship between the consultant or advisor’s employer and us.

As a “controlled company,” we will not be subject to these compensation committee independence requirements.

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THE OFFERING

Common stock offered by us		A minimum of $10,000,000 and a maximum of $15,000,000 of shares of common stock. Minimum offering: [ ] shares. Maximum offering: [ ] shares (or [ ] shares if the underwriter exercises in full their option to purchase additional [ ] shares from us).
Offering Price		The assumed initial offering price is $[ ] per share, the midpoint between $[ ] and $[ ] per share.
Underwriter’s option to purchase additional shares of common stock from us		We have granted the underwriter an option to purchase from us up to an additional [ ] (15%) shares at the initial public offering price, in the event that the maximum number of shares is sold.
Common stock outstanding before this offering		[ ] shares.
Common stock to be outstanding immediately after this offering		Minimum offering: [ ] shares. Maximum offering: [ ] shares (or [ ] shares if the underwriter exercises in full their option to purchase [ ] additional shares from us).
Best efforts		The underwriter is selling our shares of common stock on a “best efforts” basis. Accordingly, the underwriter has no obligation or commitment to purchase any securities. The underwriter is not required to sell any specific number or dollar amount of shares of common stock, but will use its best efforts to sell the shares of common stock offered. We do not intend to close this offering unless we sell at least the minimum number of shares of common stock, at the price per share set forth on the cover page of this prospectus, which would result in sufficient proceeds to list our shares of common stock on the Nasdaq Capital Market.
Use of proceeds		The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for Oranco’s common stock and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, capital expenditures, improvement of corporate facilities and other general and administrative matters. We may also use a portion of the net proceeds we receive from this offering to acquire complementary businesses, products, services, or technologies. Management will have broad discretion over how to use the net proceeds we receive from this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Use of Proceeds” on page 48.
Dividend policy		We do not intend to pay dividends for the foreseeable future. The declaration and payment of any future dividends will be at the sole discretion of the board of directors of Oranco and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, and other considerations that our board of directors deems relevant.

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Lock-up		We, each of directors and officers have agreed with the underwriter not to sell, transfer or dispose of any shares or similar securities for a period of twelve (12) months from the closing of this offering. In addition, our existing non-affiliated beneficial owners of five percent (5%) or greater of our outstanding shares of common stock have agreed with the underwriter not to sell, transfer or dispose of any shares or similar securities for a period of six (6) months. See “Underwriting” on page 96.
Underwriter’s warrants		We have agreed to grant to the underwriter non-redeemable warrants to purchase the number of shares of common stock in the aggregate equal to 5.5% of the shares of common stock to be issued and sold in this offering (excluding the over-subscription option). The warrants are exercisable for a price per share equal to 120% of the public offering price. The warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six (6) months from the date of commencement of sales of the offering.
Risk factors		You should read the “Risk Factors” section commencing on page 16 and the other information included in this prospectus for a discussion of the factors to consider before deciding to invest in shares of Oranco’s common stock.
Proposed listing and symbol		We have applied to list Oranco’s common stock on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “ORNC.” Final approval of the Nasdaq listing is a condition to the completion of this offering.

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RISK FACTORS

An investment in ~~our~~Oranco’s ~~Common~~common ~~Stock~~stock involves a ~~high~~various ~~degree~~risks. ofBefore ~~risk.~~making ~~You~~an investment in Oranco’s common stock, you should carefully consider the following risks, as well as the other information contained in this prospectus. The risks described below are those that we believe are currently the material risks we face, ~~together~~but ~~with~~are ~~all~~not the only risks facing us and our business prospects. Any of the ~~other~~risk ~~information~~factors ~~included~~ described below and elsewhere in this prospectus could materially adversely affect our business, ~~before~~prospects, ~~making~~financial ancondition, ~~investment~~cash ~~decision.~~flows Ifand ~~any~~results of ~~the~~operations. ~~following~~Additional risks ~~actually~~and ~~occurs,~~uncertainties not presently known to us or that we currently deem immaterial could materially adversely affect our business, prospects, financial condition, orcash flows and results of operations ~~could~~in ~~suffer~~the future. InAs ~~that~~a ~~case~~result, the trading price of ~~our~~Oranco’s ~~shares~~common ofstock ~~Common Stock~~ could decline, and you may lose all or part of your investment. Before deciding whether to invest in Oranco’s common stock, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and related notes. You should read the section entitled “Cautionary Note Regarding Forward Looking Statements” below for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

Risks Related to Our Business

~~Our~~We ~~Company~~mainly isgenerate ~~heavily~~our ~~dependent on~~revenue ~~its~~from ~~strategic~~the ~~partnership~~light ~~with~~aromatic ~~Fenjiu~~flavor ~~Group,~~Chinese ~~which~~Baijiu isbusiness, ~~the~~a ~~sole~~sub-area ~~producer~~ of ~~Chinese~~the ~~Fenjiu~~alcohol ~~liquor~~market, inthe ~~China.~~lack ~~Any~~of ~~disruptions~~diversity in of our ~~relationship~~business ~~with Fenjiu Group~~ may ~~have~~exacerbate anthe ~~adverse~~volatility ~~effect~~we ~~on our profitability and operating results~~experience.

~~Our~~Since ~~business~~our ~~model focuses~~inception, we have been focusing on the ~~sale~~light ~~and~~aromatic ~~distribution~~flavor of Chinese ~~Fenjiu~~Baijiu ~~liquor.~~market ~~Revenue~~and have generated ~~from~~a substantial portion of our ~~Fenjiu~~revenue ~~liquor~~thence. ~~wholesale~~We ~~business~~expect ~~accounted for~~that ~~91.4%~~this ~~and~~business ~~85.3%,~~segment ~~respectively,~~to ofcontinue ~~the~~representing ~~total~~a ~~revenue~~substantial ~~derived~~portion ~~from~~of our ~~general~~total ~~business~~net revenues in the ~~nine~~near ~~months~~future. ~~ended~~We ~~March~~have ~~31,~~attempted ~~2019 and~~diversification ~~2018.~~of ~~Revenue~~our ~~generated~~portfolio ~~from~~by ~~our~~the ~~Fenjiu~~launch ~~liquor~~of ~~wholesale~~the imported wine business ~~accounted~~and ~~for~~entry ~~89.9%~~into ~~and~~other ~~84.9%~~flavor Chinese Baijiu market, ~~respectively~~however, ofwe have yet to see success in the ~~total revenue~~new ~~derived~~ventures. ~~from~~Even if our ~~general~~future ~~business~~ventures in ~~fiscal~~new ~~year~~areas ~~2017~~succeed, ~~and~~the ~~2018.~~revenue Wegenerated ~~rely~~from onthe ~~Fenjiu~~new ~~Group~~operations tomay ~~provide~~not ~~and~~be ~~deliver~~sufficient ~~our~~to ~~Fenjiu product~~reduce ~~inventory~~our dependence on athe ~~continuous~~light ~~basis.~~aromatic Weflavor ~~could~~Chinese ~~suffer~~Baijiu ~~significant~~business. ~~losses~~Any ~~in the~~ event ofthat ~~the~~results ~~loss~~in ofa ~~our~~reduction ~~strategic~~in ~~partnership with~~the ~~Fenjiu~~sales ~~Group~~of ~~due to~~ our ~~inability~~light toaromatic ~~renew~~flavor ~~our~~Chinese ~~partnership~~Baijiu ~~agreement,~~products ~~disruption~~could ofmaterially ~~Fenjiu~~and ~~Group’s~~adversely ~~distribution~~affect ~~network, damage~~our ability to ~~Fenjiu~~maintain ~~Group’s~~or ~~reputation~~increase orour ~~other~~current ~~occurrences~~level ~~that~~of ~~are~~net ~~beyond~~revenue ~~our~~and ~~control~~business prospects.

~~Any~~The ~~harm~~supply toof ~~the~~our ~~reputation~~own ofbrand ~~our~~Chinese ~~Fenjiu~~Baijiu ~~liquor~~products ~~producer, Fenjiu~~relies ~~Group~~on a few distilleries with a geographical concentration, any disruption in their production or supply chain may materially and adversely affect our business and results of operations.

~~The~~We ~~success~~purchase oflight ~~our business~~aromatic ~~depends~~flavor ~~heavily~~Chinese ~~upon~~Baijiu ~~the~~mainly ~~reputation~~from offour ~~Fenjiu~~(4) Shanxi ~~Group~~Distilleries, ~~since~~all aof ~~large~~which ~~majority~~are oflocated ~~our~~in ~~revenue~~the ~~comes~~vicinity ~~from~~of ~~our~~Fenyang ~~Fenjiu~~City, ~~liquor wholesale~~Shanxi ~~business~~Province. WeSuch ~~believe~~concentration ~~that~~is determined by the ~~recognition~~water ~~and~~quality, ~~reputation~~climatic offactors, ~~Fenjiu~~grain ~~Group~~supply, ~~among~~and ~~our~~the ~~customers,~~microorganisms ~~distributors,~~in ~~and~~earth ~~dealers have~~affecting ~~contributed~~the ~~significantly~~fermentation, all contributing to the ~~growth~~special ~~and~~taste ~~success~~ of ~~our~~the ~~business~~light aromatic flavor Chinese Baijiu. ~~Maintaining~~Consequently, ~~and~~any ~~enhancing~~disruption ~~the~~in ~~recognition~~Fenyang ~~and~~City ~~reputation of~~or ~~Fenjiu~~Shanxi ~~Group~~Province, ~~are~~including ~~critical~~natural todisaster, ~~our~~supply ~~business~~chain ~~and~~disruption, ~~market~~COVID-19 ~~position.~~or ~~Any~~other ~~harm~~social toor economic events in the ~~reputation~~geographical ofarea ~~Fenjiu~~can ~~Group~~impose ~~may~~significant ~~materially~~impact ~~and adversely~~on ~~affect~~us ~~our~~because ~~business~~we ~~and~~will ~~results~~have limited or no alternative source of ~~operations~~light aromatic flavor Chinese Baijiu supply at the same cost, or at all.

WeIf ~~face~~counterfeit ~~intense~~products ~~competition,~~are ~~and if~~sold weunder ~~fail~~our tobrand ~~compete~~names ~~effectively~~and trademarks, weour ~~may~~reputation ~~lose~~and ~~market~~financial ~~share~~results could be materially and ~~customers.~~adversely affected.

~~The~~Third-party ~~Chinese~~merchants ~~alcohol distribution~~ and ~~retail~~dealers ~~markets~~are ~~that~~separately weresponsible ~~are~~for insourcing ~~are~~counterfeit ~~highly~~products ~~competitive.~~that Weare ~~face~~sold ~~competition~~under ~~from~~our ~~long-established~~brand ~~traditional~~names ~~Chinese alcohol~~and ~~distributors~~trademarks. ~~and~~Although ~~retailers~~we ashave ~~well~~adopted asmeasures ~~new~~to ~~companies~~help ~~which~~consumers ~~rely~~verify onthe ~~modern~~authenticity ~~technology~~of ~~such~~products assold ~~E-commerce~~on ~~platforms.~~the ~~China’s alcohol~~general ~~industry~~Chinese isBaijiu ~~growing~~market and ~~changing~~to ~~rapidly.~~remove ~~Our~~any ~~current~~counterfeit orproducts ~~future~~found ~~competitors~~by ~~may have longer operating histories~~us, ~~greater brand~~these ~~recognition,~~measures ~~better~~may ~~supplier~~not ~~relationships,~~always ~~larger~~be ~~customer~~successful. ~~bases,~~Counterfeit ~~more~~products ~~cost-effective~~may ~~fulfillment~~be ~~capabilities~~defective or ~~greater financial,~~inferior ~~technical~~in orquality ~~marketing~~as ~~resources~~compared ~~than~~to weauthentic ~~do.~~products ~~Competitors~~and may ~~leverage~~pose ~~their~~safety ~~brand~~and ~~recognition,~~health ~~experience~~risks ~~and resources~~ to ~~compete~~our ~~with~~consumers. usIf inour aconsumers ~~variety~~are ofinjured ~~ways,~~by ~~including~~counterfeit ~~investing~~products ~~more~~sold ~~heavily~~under inour ~~research~~brand ~~and~~names ~~development~~ and ~~making~~trademarks, ~~acquisitions~~we ~~for the expansion of their products and services. Some of our competitors~~ may be ~~able~~subject to ~~secure more favorable terms from suppliers~~lawsuits, ~~devote~~ ~~greater~~severe ~~resources~~administrative topenalties ~~marketing~~ and ~~promotional~~criminal ~~campaigns,~~liability. ~~adopt~~We ~~more~~believe ~~aggressive~~our ~~pricing~~brand ~~or inventory policies~~ and ~~devote substantially~~reputation ~~more~~are ~~resources~~extremely important to ~~their~~our ~~website~~success and ~~system~~our ~~development~~competitive ~~than us~~position. ~~Increased~~The ~~competition~~discovery ~~may~~of ~~reduce~~counterfeit ~~our~~products ~~profitability, market~~sold ~~share,~~under ~~customer~~our ~~base and~~ brand ~~recognition.~~names ~~There~~and ~~can~~trademarks bemay noseverally ~~assurance~~damage ~~that~~our wereputation ~~will~~and because ~~able~~our customers to ~~compete~~refrain ~~successfully~~from ~~against current~~making or future ~~competitors,~~purchases ~~and~~from ~~such~~us, ~~competitive~~which ~~pressures~~would ~~may~~materially ~~have a material~~ and ~~adverse~~adversely ~~effect~~affect on our business, ~~financial condition~~operations and ~~results~~financial ~~of operations~~results.

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If we fail to manage and expand our relationships with our suppliers, or otherwise fail to source products or services at favorable terms, our business and growth prospects may suffer.

We do not own or operate distilleries ourselves and rely on four (4) major suppliers for the products we distribute and sell. Maintaining strong relationships with key suppliers is important to the growth of our business.

In particular, we depend heavily on our ability to attract reputable Chinese Baijiu suppliers to offer their products or services on commercially attractive terms and to procure products from suppliers on favorable pricing terms. However, some of our agreements do not ensure the long-term availability of products or the continuation of particular pricing practices or payment terms beyond the end of the contractual terms. In the event that any of our major suppliers determines not to continue its business relationship with us or significantly increase its prices, we will need to incur time and monetary expense to find new suppliers and our working capital may increase. Consequently, our net revenues and gross profit as a percentage of net revenues may be materially and adversely affected. Additionally there is no guarantee that we will be able to find replacement suppliers that will meet our standards or offer their products on acceptable terms. Any negative developments in our relationships with the suppliers could cause disruptions to our business and therefore could materially and adversely affect our business and growth prospects.

We rely on several major distributors for distribution and sales of our products, any change in our relationship with such key distributors may significantly affect our business.

Although we worked with approximately 27 distributors in 2022 and 2021, the top five distributors account for over half of our gross revenue. Our agreements with the distributors are short-termed and do not contain automatic renewal provisions. If we lose any or all of the top five distributors at the end of the contract terms, our revenue and profitability could be severely reduced. Even if we maintain good relationships with our distributors and dealers, they may be unable to remain in business due to economic conditions, labor actions, regulatory or legal decisions, natural disasters or other causes. If we fail to attract new distributors or dealers to sell our products, or new suppliers to sell their products to us due to any reason, our business and growth prospects may be materially and adversely affected. Additionally, if our distributors fail to make payments to us on time, or at all, our financial condition and results of operations could be materially and adversely affected.

We face intense competition and, if we fail to compete effectively, we may lose market share and customers.

We face intense competition in the Chinese Baijiu market. We face competition from long-established traditional Chinese Baijiu Sellers and new companies that utilize modern technology such as e-commerce platforms. The Chinese Baijiu industry is growing and changing rapidly. Our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, more cost-effective fulfillment capabilities or greater financial, technical or marketing resources than we do. Competitors may leverage their brand recognition, experience and resources to compete with us in a variety of ways, including investing more heavily in research and development and making acquisitions for the expansion of their products and services. Some of our competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to their website and system development than us. Increased competition may reduce our profitability, market share, customer base and brand recognition. There can be no assurance that we will be able to compete successfully against current or future competitors, and such competitive pressures may have a material and adverse effect on our business, financial condition and results of operations.

The Group derives a portion of its revenue from its strategic partnership with Fenjiu Group. Any disruptions in our relationship with Fenjiu Group may have a negative impact on our profitability and operating results.

The sale and distribution of Fenjiu Liquor, the best-known light aromatic liquor of Chinese Baijiu in China, constitutes a portion of our business. The revenue generated from our Fenjiu Liquor wholesale business and sale of co-branded products with Fenjiu Group accounted for 0%, 11.7% and 10.0%, of the total revenue derived from our general business in the six months ended December 31, 2022, fiscal year 2022 and 2021, respectively. We also rely on Fenjiu Group to provide and deliver our Fenjiu product inventory on a continuous basis. Selling Fenjiu Liquor helps us build business relationships and distribution channels when we expand into new markets. Selling co-branded Fenjiu Liquor also helps us build the recognition of our own brands. Our financial condition and results of operations could be adversely affected in the event of the loss of our strategic partnership with Fenjiu Group.

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Our future expansion into new product categories may expose us to new challenges and more risks.

Since our inception, we primarily focused on the light aromatic flavor Chinese Baijiu market. And although we started imported wine distribution in October 2016, it has come to a halt because of unfavorable market and macro-economic conditions. Our plan to expand into new product categories, such as Luzhou-flavor Chinese Baijiu or Moutai-flavor Chinese Baijiu, may involve additional risks and challenges. Our lack of relevant customer data relating to these products may make it more difficult for us to keep pace with evolving customer demands and preferences.

We have limited experience and operating history in our own brands Chinese Baijiu products, which makes predicting our future results of operations more difficult than it otherwise would be. Therefore, our past results of operations should not be taken as indicative of our future performance. If we cannot successfully address new challenges and compete effectively, we may not be able to recover costs of our investments and eventually achieve profitability, and our future results of operations and growth prospects may be materially and adversely affected.

Our limited operating history makes it difficult to evaluate our business and prospects.

We commenced our Dagangjiu brand in 2014, our Fenjiu ~~liquor~~Liquor distribution business in 2014 and our imported wine distribution business in October 2016 which is currently suspended. Thus, we have a limited operating history. Since our inception, we have experienced ~~consistent~~continuous growth in our business. Our total net revenues increased by 118.65% from US$9,352,231 for the six months ended December 31, 2021 to US$10,143,613 for the six months ended December 31, 2022. Our total net revenues increased by 2.2% from RMB 91100,~~144~~595,~~666~~976 infor ~~2017~~the year ended June 30, 2021 to RMB ~~101~~102,~~759~~811,~~660~~273 infor ~~2018~~the year ended June 30, 2022, or 5.0% Wefrom ~~incurred~~US$15,191,866 afor the year ended June 30, 2021 to US$15,945,418 for the year ended June 30, 2022. And our total net ~~income~~revenues ofincreased by 17.6% from RMB 4185,~~726~~575,~~833~~034 infor ~~2017~~the ~~and~~year ~~achieved net~~ended ~~income~~June of30, 2020 to RMB 44100,~~672~~595,~~293~~976 infor ~~2018~~the year ended June 30, 2021, or 25.4% from US$12,112,360 for the year ended June 30, 2020 to US$15,191,866 for the year ended June 30, 2021. However, our historical growth rate may not be indicative of our future performance. We cannot assure you that we will be able to achieve similar results or grow at the same rate as we did in the past. Growth may slow and net revenues or net income may decline for a number of possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, slowing growth of our overall market, fulfillment bottlenecks, emergence of alternative business models, changes in government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in ~~rapidly~~ evolving markets may be exposed. You should consider our prospects in light of the risks and uncertainties that fast-growing companies with a limited operating history may encounter.

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.

Business expansion has placed, and continues to place, significant strain on our management and resources. To accommodate our growth, we anticipate ~~that~~ wethe ~~will~~ need to implement a variety of new and upgraded operational management systems, procedures and controls, including the improvement of our accounting and other internal management systems. We will also need to continue to expand, train, manage and motivate our workforce and manage our relationships with our distributors, dealers and ~~supplier~~suppliers. As we selectively increase our product and service offerings, we will need to work with different groups of new distributors, dealers and other suppliers efficiently and establish and maintain mutually beneficial relationships with our existing distributors, dealers and ~~supplier~~suppliers. All of these endeavors involve risks, and will require substantial management effort and significant additional expenditures. We cannot assure you that we will be able to manage our growth or execute our strategies effectively, and any failure to do so may have a material adverse effect on our business and prospects.

~~Our~~If ~~future~~we ~~expansion~~are ~~into~~unable ~~new~~to ~~product categories~~offer ~~may~~premium ~~expose~~products usat attractive prices to ~~new~~meet ~~challenges~~customer needs and ~~more~~preferences, ~~risks.~~our business, financial condition and results of operations may be materially and adversely affected.

~~Since~~Our ~~our~~future ~~inception, we~~growth ~~primarily~~depends ~~focused~~ on ~~the~~our ~~Chinese~~ability ~~Fenjiu~~to ~~liquor~~continue ~~market.~~attracting ~~However,~~new wecustomers ~~have~~and ~~started~~raising ~~imported~~the ~~wine~~spending ~~distribution~~level inof ~~October~~our ~~2016~~existing customers. We ~~plan~~Constantly tochanging ~~expand~~consumer ~~the~~preferences ~~product~~have ~~offerings~~affected and will continue to ~~include~~affect ~~selected~~the ~~categories~~general ofChinese ~~other~~Baijiu ~~alcohol~~market. ~~products~~We ~~such~~must asstay ~~Luzhou-flavor~~abreast ~~liquor~~of emerging lifestyle and ~~Maotai-flavor~~ ~~liquor.~~consumer ~~Expansion~~preferences ~~into~~and ~~new~~anticipate product ~~categories~~trends ~~involve~~that ~~new~~will ~~risks~~appeal to existing and ~~challenges~~potential customers. Our ~~lack~~customers ofchoose ~~relevant customer data relating~~ to ~~these~~purchase quality products ~~may~~from ~~make~~us itdue ~~more~~in ~~difficult~~part ~~for~~to usthe toattractive ~~keep~~prices ~~pace~~and ~~with~~premium ~~the~~products ~~evolving~~that ~~customer~~we ~~demands~~offer, and ~~preferences.~~they may choose to shop elsewhere if

We have limited experience and operating history in our future product categories and related marketplace services such as sample tasting and custom bottle making, which makes predicting our future results of operations more difficult than it otherwise would be. Therefore, our past results of operations should not be taken as indicative of our future performance. If we cannot successfully address new challenges and compete effectively, we may not be able to recover costs of our investments and eventually achieve profitability, and our future results of operations and growth prospects may be materially and adversely affected.18

IfTable ~~counterfeit~~of ~~products are sold under our brand names and trademarks, our reputation and financial results could be materially and adversely affected.~~ Contents

~~Third-party merchants and dealers are separately responsible for sourcing counterfeit products that are sold under our brand names and trademarks. Although~~ we ~~have~~cannot ~~adopted~~match ~~measures to help consumers verify~~ the ~~authenticity~~prices ofor products ~~sold~~offered ~~on the general Chinese market and to remove any counterfeit products found~~ by ~~us, these measures may not always be successful. Counterfeit products may be defective or inferior in quality as compared to authentic products and may pose safety and health risks to~~ our ~~customers~~competitors. If our customers ~~are~~cannot ~~injured by~~find ~~counterfeit~~their desired products ~~sold~~from ~~under our brand names and trademarks~~us, wethey may belose ~~subject~~interest toin ~~lawsuits,~~us ~~severe administrative penalties~~ and ~~criminal~~stop ~~liability.~~buying ~~We believe~~ our ~~brand and reputation are extremely important to our success and our competitive position. The discovery of counterfeit~~ products, ~~sold~~which ~~under~~in ~~our~~turn ~~brand names and trademarks~~ may ~~severally damage our reputation and cause customers to refrain from making future purchases from us, which would~~ materially and adversely affect our business, ~~operations~~financial condition and ~~financial~~ results of operations.

If we ~~are~~fail ~~unable~~ to ~~offer~~manage ~~premium products~~our ~~and~~inventory ~~services at attractive prices to meet customer needs and preferences~~effectively, our ~~business,~~ financial condition, ~~and~~ results of operations, and liquidity may be materially and adversely affected.

Our future growth depends on our ability to continue attracting new customers and increasing the spending level of our existing customers. Constantly changing consumer preferences have affected and will continue to affect the general Chinese alcohol market. We must stay abreast of emerging lifestyle and consumer preferences and anticipate product and services trends that will appeal to existing and potential customers. Our customers choose to purchase quality products or services from us due in part to the attractive prices and premium services that we offer, and they may choose to shop elsewhere if we cannot match the prices, products or services offered by our competitors. If our customers cannot find their desired products or services within our portfolio, they may lose interest in us and stop buying our products or using our services, which in turn may materially and adversely affect our business, financial condition and results of operations.

We rely on the Fenjiu liquor product marketing and distribution for a substantial portion of our net revenues.

Since our inception, we have been relying on Fenjiu liquor product marketing and distribution for a substantial portion of our net revenues. We expect that this business segment to continue representing a substantial portion of our total net revenues in the near future. We have increased our offerings to include other product categories in 2017, mainly through the imported wine marketing and distribution; we also have plan to expand our product offerings in the future to include other popular Chinese liquors such as Luzhou-flavor liquor and Maotai-flavor liquor. However, our sales of these new products may not increase to a level that would substantially reduce our dependence on Fenjiu liquor product marketing and distribution business. Any event that results in a reduction in our branded Fenjiu liquor products or short-term lodging and hospitality services could materially and adversely affect our ability to maintain or increase our current level of net revenue and business prospects.

If we fail to manage and expand our relationships with distributors, dealers or suppliers, or otherwise fail to source products or services at favorable terms, our business and growth prospects may suffer.

We worked with approximately 111 distributors and they have over 1,000 sale point over the China in 2018 and 2017. In 2018, our major suppliers are 11 in Fenjiu liquor and 2 for imported wines. In 2017, our major suppliers are 6 in Fenjiu liquor and 2 for imported wines. Maintaining strong relationships with these distributors, dealers and suppliers is important to the growth of our business.

In particular, we depend significantly on our ability to attract reputable liquor and wine suppliers to offer their products or services on commercially attractive terms and to procure products from suppliers on favorable pricing terms. However, some of our agreements for imported wines do not ensure the long-term availability of products or the continuation of particular pricing practices or payment terms beyond the end of the contractual terms. Even if we maintain good relationships with our distributors, dealers and suppliers, they may be unable to remain in business due to economic conditions, labor actions, regulatory or legal decisions, natural disasters or other causes. In the event that we are not able to source products or services at favorable prices, our net revenues and gross profit as a percentage of net revenues may be materially and adversely affected.

In addition, if our suppliers cease to provide us with favorable payment terms, our requirements for working capital may increase and our operations may be materially and adversely affected. We will also need to develop relationships with new suppliers to ensure that we have access to a steady supply of products on favorable commercial terms or to offer sufficient products and services at acceptable prices sought by our customers. Any negative developments in our relationships with distributors, dealers and suppliers could materially and adversely affect our business and growth prospects. If we fail to attract new distributors or dealers to sell our products, or new suppliers to sell their products to us due to any reason, our business and growth prospects may be materially and adversely affected.

If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.

Our business requires us to manage a large volume of inventory effectively. We depend on our forecasts of demand for and popularity of our products to make purchase decisions and to manage our inventory. Demand for products, however, can change significantly between the time inventory or components are ordered and the date of sale. Demand may be affected by seasonality, new product launches, rapid changes in product cycles and pricing, product defects, changes in consumer spending patterns, changes in consumer tastes with respect to our products and other factors, and our customers may not order products in the quantities that we expect. It may be difficult to accurately forecast demand, and determine appropriate product or component.

If we fail to manage our inventory effectively or negotiate favorable credit terms with suppliers, we may be subject to a decline in inventory values, and significant inventory ~~write-downs~~impairment or write-offs. In addition, if we are required to lower sale prices in order to reduce inventory level or to pay higher prices to our suppliers in order to secure the right to return products to our suppliers, our profit margins might be negatively affected. Any of the above may materially and adversely affect our ~~results~~financial ofcondition ~~operations~~ and ~~financial~~results ~~condition~~of operations.

~~Our~~Extreme ~~business~~weather ~~depends~~conditions oncaused ~~the~~by ~~continued efforts~~climate ofchange, ~~our~~and ~~management.~~the Ifregulation weand ~~lose~~governmental ~~their~~measures ~~services~~taken ortherewith ~~they~~may ~~are~~affect ~~unable to work together effectively or efficiently,~~ our ~~business may~~operations beand ~~severely~~financial ~~disrupted~~results.

~~Our~~Water ~~business~~supply ~~operations depend~~is onessential to the ~~continued~~production ~~services~~ of ~~our~~Chinese ~~senior~~Baijiu ~~management,~~and ~~particularly~~we ~~the~~rely ~~executive~~on ~~officers~~the ~~named~~water inquality ~~this prospectus. The management team~~ of ~~Huaxin~~the ~~has~~Fenhe ~~been~~River ~~working~~drainage ~~together~~area ~~since~~in ~~the~~Shanxi ~~inception of Huaxin~~province. If ~~they~~Shanxi ~~cannot~~province ~~work~~experiences ~~together~~an ~~effectively~~extreme orheat ~~efficiently, our~~and ~~business~~draught ~~may~~similar beto ~~severely disrupted. If~~ one orthat ~~more~~happened ofin ~~our~~upper ~~executive~~stream ~~officers~~Yangtze ~~were~~River ~~unable or unwilling to continue~~ in ~~their present~~the ~~positions,~~summer weof ~~might not be able to replace them easily or at all. Our business~~2022, ~~financial~~the ~~condition~~supply ~~and~~of ~~results~~our ofproducts ~~operations~~ may besuffer ~~materially~~significant ~~and~~negative ~~adversely~~impact. ~~affected,~~Such ~~and~~impact we may ~~incur~~come ~~additional~~from ~~expenses~~the toshortage ~~recruit, train and retain personnel. If any~~ of ~~our~~ ~~executive~~water ~~officers~~supply ~~joins~~required afor ~~competitor~~Chinese orBaijiu ~~forms a competing business~~production, wethe ~~may~~power ~~lose~~shortage ~~customers, suppliers, know-how~~ and ~~key~~power ~~professionals and~~rationing ~~staff~~imposed ~~members.~~by ~~Our~~governmental ~~executive~~authorities ~~officers~~limiting ~~have~~the ~~entered~~industrial ~~into~~usage ~~employment~~of ~~agreements~~power, ~~and confidentiality and non-competition agreements with us~~etc. ~~However~~In addition, if ~~any~~new ~~dispute~~regulations ~~arises~~or ~~between~~governmental ~~our~~policies ~~officers~~relating ~~and us, we may have~~ to ~~incur~~water ~~substantial~~supply ~~costs~~or ~~and~~treatment ~~expenses~~is inimplemented, ~~order to~~our ~~enforce~~production ~~such~~costs ~~agreements in China or we~~ may beincrease, ~~unable~~thereby toreducing ~~enforce~~our ~~them~~profit ~~at all~~margin.

Our business, financial condition, cash flows and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic, or by any other novel global public health threats or fear thereof.

COVID-19 was declared a pandemic by the World Health Organization in March 2020. Since then, government responses and measures adopted by other regulatory bodies in response to the pandemic have caused and continue to cause business slowdowns as well as general economic instability and disruption to our operations. While restrictions in most countries around the world have gradually eased, China has been sticking to the “Zero-COVID policy” until the end of year 2022. On December 7, 2022, the Comprehensive Team of the Joint Prevention and Control Mechanism of the State Council of China issued the “Notice on Further Optimizing the Implementation of Covid Prevention and Control Measures,” canceling the requirement of a negative COVID test result and digital travel code for cross-region traveling and easing lock-down measures. On December 26, 2022, the Comprehensive Team of the Joint Prevention and Control Mechanism of the State Council of China issued the notice of treating COVID-19 as a Class B disease and downgrading the management from Category A to Category B, starting from January 8, 2023. On December 27, 2022, the Foreign Affairs Group of the Joint Prevention and Control Mechanism of the State Council of China issued the “Notice on Interim Measures for the International Exchange of Chinese and Foreigners” (the “Interim Measures”). Pursuant to the Interim Measures, the requirement of entry quarantine is lifted from January 8, 2023, and people are allowed entry into China with a negative COVID test result within 48 hours of entry. The Interim Measures also removed other restrictions including the COVID testing upon landing, restriction of the number of flights, restrictions on flight seats, etc.

Our management is monitoring the COVID-19 pandemic and its potential impact on our operations. Our management has taken appropriate actions in accordance with the recommendations and requirements of relevant authorities. In the period immediately following the cancellation of the “Zero-COVID policy” in December 2022 and January 2023, a

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large number of the Chinese population was infected by COVID-19. The business operations of our PRC Subsidiaries and their suppliers suffered material adverse disruptions because of the reduction in manpower and productivity caused by the large scale of infection in a short period of time. The large scale of infection also led to the shrinkage of retail sales of our products during the period. Although our capital resources or overall operations did not suffer significant damage because our PRC Subsidiaries maintained sufficient cash and the mass infection lasted a limited period of time, new variants of COVID-19 may cause future disruptions. Additionally, despite the loosening of control measures and the population’s fast recovery from infection, new control measures may be implemented and the longer-term impacts of the COVID-19 pandemic on our business and operations remain uncertain. It is possible that vaccinations and other preventative measures become less effective over time, particularly if new variants of the COVID-19 virus emerge, leading governments to impose new or additional restrictions, which may adversely affect its business and operations.

More specifically, the COVID-19 outbreak has negatively impacted our businesses in the following ways:

• the closure of and/or other restrictions being placed upon on-trade channels such as retail stores, restaurants and other venues in a significant number of our markets across China as a result of government mandates and/or other factors, which have impacted the volume of our products sold to end users via those channels;

• temporary disruptions to the production of certain of our suppliers and other facilities due to regulatory restrictions or other factors, as well as the implementation of heightened safety protocols in all of our suppliers’ facilities and offices leading to restrictions to access, reductions in activity levels, employees of ours and our suppliers and distributors not being able to work at all or work as efficiently due to home working, illness, quarantines or other factors, as well as other additional costs;

• wider disruptions to our supply chains and/or those of our suppliers, distributors and/or customers; and

• the imposition of travel restrictions by numerous jurisdictions combined with public concern about travel resulting in significant declines in passenger numbers, particularly for air travel.

Our capacity to commercialize our goods is critical to our accomplishment. Damage or disruption to our business, including third-party manufacturing or transportation and distribution capabilities, due to the COVID-19 pandemic and related aspects or other reasons beyond our control or the control of our suppliers and business partners, could impair our operations.

Our operations may be subject to the effects of a rising rate of inflation which may adversely impact our financial condition and results of operations.

Worldwide economies have experienced inflationary pressures. Indicatively, the U.S. consumer price index rose 9.1% in June 2022 compared to the prior year. Although it fell to 7.7% and 7.1% in October and November 2022, respectively, the inflation level remains and is expected to remain at a relatively high level for a certain time. Global inflationary pressures are attributable to causes such as trading pattern disruptions due to the armed conflict in Ukraine, supply chain and transportation problems, as well as added volatility and rising energy, food and commodity prices. The Group, through our PRC Subsidiaries, conduct our business mainly in China. Sales of imported wines used to contribute a small portion of revenue of the Group, but our PRC Subsidiaries stopped importing wines from other countries in 2022. As a result, the Group’s business and results of operations are mainly impacted by the inflation rate in China in terms of the increase in staff costs, cost of sales and selling and distribution expenses. Inflation in China is expected to be mild and the inflation rate in 2022 has remained at around 2%. The Group has been actively negotiating the purchase prices of the Chinese Baijiu Liquor with its suppliers on one hand and the sale price with its customers on the other hand with a goal to manage the inflation pressure. If the Group expanded its operations to other countries, the management would reassess the impact of inflation in respective countries on our business.

There is no assurance that our business, financial condition and results of operations will not be adversely impacted by future volatile, negative, or uncertain economic conditions and recessionary periods or periods of significant inflation in China or even globally. Such effects can be especially pronounced during periods of economic contraction or slow economic growth. To the extent that we are unable to offset such cost inflation through increased prices or increased efficiencies in our operations and cost savings, there could be a negative impact on our business, sales and margin performance, net income, cash flows and the trading price of our shares of common stock.

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Our business depends on the continued efforts of our management. If we lose their services or they are unable to work together effectively or efficiently, our business may be materially and adversely affected.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. The management team of Huaxin and Jinqiang have been working together since their inception. If they cannot work together effectively or efficiently, our business may be severely disrupted. If one or more of our executive officers were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all. Our business, financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain personnel. If any of our executive officers joins a competitor or forms a competing business, we may lose customers, suppliers, know-how and key professionals and staff members. Our executive officers have entered into employment agreements with us. However, if any dispute arises between our officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

If we are unable to recruit, train and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected.

We intend to hire additional qualified employees to support our business operations and ~~planned~~any expansion in product categories. Our future success depends, to a significant extent, on our ability to recruit, train and retain qualified personnel, particularly technical, fulfillment, marketing and other operational personnel with experience in the online and offline retail industry. Our experienced mid-level managers are instrumental in implementing our business strategies, executing our business plans and supporting our business operations and growth. The effective operation of our managerial and operating systems, customer service center and other back -office functions also depends on the hard work and quality performance of our management and employees. Since our industry is characterized by high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives. Labor costs in China have increased with China’s economic development, particularly in the large cities where our facilities ~~locate~~are located. Rising inflation in China, which has had a disproportionate impact on everyday essentials such as food, is also putting pressure on wages. In addition, as we are still a young company, our ability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timely fashion, or at all. If we are unable to attract, train and retain qualified personnel, our business may be materially and adversely affected.

Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC laws and regulations may have a material and adverse impact on our business, financial condition and results of operations.

Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including the competent authorities of Ministry of Commerce and the China Food and Drug Administration. Together, these government authorities promulgate and enforce regulations that cover many aspects of the operation of retailing and distribution of food and nutritional supplements, including entry into these industries, the scope of permissible business activities, licenses and permits for various business activities, and foreign investment. We are required to hold a number of licenses and permits in connection with our business operation, including the ~~Liquor Wholesale License and~~ Food Operation License. We have in the past held and currently hold all licenses and permits described above.

As of the date of this prospectus, we have not received any notice of warning or been subject to penalties or other disciplinary action from the relevant governmental authorities regarding our conducting our business without the above -mentioned approvals and permits. However, we cannot assure you that we will not be subject to any penalties in the future. As the alcohol wholesale and retail industry is still evolving in China, new laws and regulations may be adopted from time to time to require additional licenses and permits other than those we currently have, and address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to our businesses. If the PRC government considers that we were operating without the proper approvals, licenses or permits or if it promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations.

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Failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where our employees are based. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Huaxin, ~~has~~Jinqiang, and Tianchuang have deposited social security premiums in full, and has opened a bank account and contributing housing provident funds as required. As for the social security premiums, Huaxin, Jinqiang, and Tianchuang may be subject to a late payment fine computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative authorities may impose a fine ranging from one to three times the amount of the amount in arrears. As for the housing provident fund, if any of Huaxin, Jinqiang, and Tianchuang fails to go through the formalities to register or open the account within the prescribed time limit, a fine of not less than ~~RMB10~~RMB 10,000 (approximately $1,400) nor more than ~~RMB50~~RMB 50,000 (approximately $7,000) shall be imposed. If any of Huaxin, Jinqiang, and Tianchuang fails to make the payment and deposit within the prescribed time limit, an application may be made to the people’s court for compulsory enforcement.

Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.

As of the date of this prospectus, we leased an aggregate of approximately ~~2600~~2,600 square meters of properties for our offices used for communication and development, customer service and management and our operations in general. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could adversely affect our business, financial condition and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and such failure in relocating our affected operations could affect our business and operations.

We ~~have~~may ~~identified~~not ~~material~~be ~~weaknesses in~~able ~~our~~to ~~internal~~adequately ~~control~~protect ~~over financial reporting. If~~ our ~~remediation~~intellectual ofproperty ~~these material weaknesses is not effective~~rights, orand ifour wecompetitors ~~experience additional material weaknesses in the future, we~~ may ~~not~~ be able to ~~accurately~~offer orsimilar ~~timely report our financial condition or results of operations~~products, which ~~may~~would ~~adversely~~harm ~~affect investor confidence in us and, as a result, the value of~~ our ~~shares~~competitive ~~of Common Stock~~position.

InOur ~~connection with~~success ~~the~~depends ~~audit~~in ofpart ~~the~~upon ~~consolidated~~our ~~financial~~intellectual ~~statements~~property asrights. ofWe ~~and~~rely ~~for~~primarily ~~the~~on ~~year~~trademark, ~~ended~~copyright, ~~June~~trade 30secret laws, ~~2018~~confidentiality procedures, ~~PKF~~ ~~Littlejohn~~license ~~LLP identified~~agreements ~~material~~and ~~weaknesses~~contractual inprovisions to establish and protect our ~~internal~~proprietary ~~control~~rights over ~~financial~~our ~~reporting~~products and procedures. AOther ~~material~~persons ~~weakness~~could iscopy aor ~~deficiency~~otherwise obtain and use our intellectual properties without authorization, or ~~combination~~ create intellectual properties similar to ours independently. We may also pursue the registration of ~~deficiencies~~our domain names, trademarks, and service marks in ~~internal~~other ~~control~~jurisdictions, ~~over~~including ~~financial~~the ~~reporting~~United States. However, ~~such~~the ~~that~~intellectual ~~there~~property islaws ain ~~reasonable~~China ~~possibility~~are ~~that~~not ~~a material~~considered ~~misstatement~~as strong as comparable laws of ~~our~~the ~~annual~~United States or ~~interim~~the ~~financial~~European ~~statements~~Union. We cannot assure you that we will ~~not~~be able to protect our proprietary rights. Further, our competitors may be ~~prevented~~able to independently develop similar intellectual property, duplicate our products or ~~detected~~design onaround aany intellectual property rights we hold. Further, our intellectual property rights may be subject to termination or expirations. The loss of intellectual property protections or the inability to timely ~~basis~~regain intellectual property protections could harm our business and ability to compete.

Based upon an evaluation the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2018 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee, as well as the Company’s failure to engage sufficient resources in regards to our accounting and reporting obligations.

We have initiated remediation efforts focused on improving our internal control over financial reporting and to specifically address the control deficiencies that led to our material weaknesses. These efforts include the following:

● Requiring all of the accounting personnel in the accounting department to take a minimum of 24 CPE credits annually with a focus on US GAAP and financial reporting standards. We also required the Chief Financial Officer to take a minimum of 40 CPE credits annually with a focus on US GAAP and financial reporting standards.

● Implementing an internal review process over financial reporting to continue to improve our ongoing review and supervision of our internal control over financial reporting;

● Implementing an ongoing initiative and training in the Company to ensure the importance of internal controls and compliance with the established policies and procedures are fully understood throughout the organization, and we plan to provide continuous U.S. GAAP knowledge training to relevant employees involved to ensure the performance of and the compliance with those procedures and policies.

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not remediate the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective disclosure controls and procedures or effective internal control over financial reporting. Additionally, these material weaknesses could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected.

As a public company, we will be required to maintain adequate internal control over financial reporting and to report any material weaknesses in our internal control over financial reporting. SEC Regulation S-K requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting. Regulation S-K also requires that our management report on internal control over financial reporting be attested to by our independent registered public accounting firm, to the extent we are no longer an emerging growth company. We do not expect our independent registered public accounting firm to attest to our management report on internal control over financial reporting while we are an emerging growth company.

We are in the process of evaluating our internal control over financial reporting required to comply with this obligation, and this process will be time consuming, costly and complicated. If we identify any additional material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Regulation S-K in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in our financial reports and the market price of our shares of Common Stock could be adversely affected.

We may not be able to adequately protect our intellectual property rights, and our competitors may be able to offer similar products and services, which would harm our competitive position.

Our success depends in part upon our intellectual property rights. We rely primarily on trademark, copyright, trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights over our products, procedures and services. Other persons could copy or otherwise obtain and use our intellectual properties without authorization, or create intellectual properties similar to ours independently. We may also pursue the registration of our domain names, trademarks, and service marks in other jurisdictions, including the United States. However, the intellectual property laws in China are not considered as strong as comparable laws in the United States or the European Union. We cannot assure you that we will be able to protect our proprietary rights. Further, our competitors may be able to independently develop similar intellectual property, duplicate our products and services or design around any intellectual property rights we hold. Further, our intellectual property rights may be subject to termination or expirations. The loss of intellectual property protections or the inability to timely regain intellectual property protections could harm our business and ability to compete.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We have not been in the past, but may be from time to time in the future, subject to legal proceedings and claims relating to the intellectual property rights of others. There may be third-party intellectual property that is infringed by our products, ~~services~~procedures, or other aspects of our business. There could also be existing patents or other intellectual property rights of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of the relevant intellectual property rights purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such intellectual property rights against us in China, the United States or any other jurisdictions. In addition, we strive to closely monitor the products offered on our internet platform, and also require suppliers and third-party merchants to indemnify us for any losses we suffer or any costs that we incur in relation to the products we source from such suppliers or the products offered by such third-party merchants on our internet platform. However, we cannot be certain that these measures would be effective in completely preventing the infringement of trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. Further, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question.

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relevant intellectual property rights purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such intellectual property rights against us in China, the United States or any other jurisdictions. In addition, we strive to closely monitor the products offered on our internet platform, and also require suppliers and third-party merchants to indemnify us for any losses we suffer or any costs that we incur in relation to the products we source from such suppliers or the products offered by such third-party merchants on our internet platform. However, we cannot be certain that these measures would be effective in completely preventing the infringement of trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. Further, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question.

We may need additional capital, and financing may not be available on terms acceptable to us, or at all.

We believe our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the ~~next~~ 12 months starting from December 31, 2022. We may, however, require additional cash resources due to changed business conditions or other future developments, including any marketing initiatives or investments we may decide to pursue. If ~~these~~the ~~resources~~cash and cash equivalents generated from operations are insufficient to satisfy our cash requirements, we may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our existing ~~shareholders~~stockholders. The incurrence of indebtedness would result in increased debt obligations and could result in operating and financing covenants that would restrict our operations. In addition, it is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

Oranco has relied on Mr. Peng Yang, Oranco’s Chief Executive Officer, to fund its operating expenses in the U.S. and has thus incurred a substantial amount of debt. If Mr. Peng Yang declares maturity and collects the debt from Oranco, Oranco may face liquidity or insolvency difficulties.

As a holding company, Oranco has limited operations and assets in the United States. Consequently, Mr. Peng Yang, Oranco’s chief executive officer and largest shareholder, has been paying for Oranco’s operating expenses from his own funds, and thereby incurring a substantial amount of debt from Oranco. If Mr. Peng Yang declares such debt mature and collectible, Oranco may not have the funds readily available to repay such debt, and would face liquidity or insolvency difficulties.

We have limited insurance coverage which could expose us to significant costs and business disruption.

We maintain certain insurance policies to safeguard against risks and unexpected events. We have purchased cargo transportation insurance covering our inventory in transit. However, as the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or product liability insurance, nor do we maintain key-man life insurance. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

WeIt ~~face~~may ~~risks~~be ~~related~~difficult tofor ~~natural disasters,~~overseas ~~health~~stockholders ~~epidemics~~ and/or ~~other~~regulators ~~outbreaks,~~to ~~which~~conduct ~~could~~investigation ~~significantly~~or ~~disrupt~~collect ~~our~~evidence ~~operations.~~within China.

~~Our~~Stockholder ~~business~~claims ~~could be adversely affected by natural disasters~~ or ~~the~~regulatory ~~outbreak~~investigation ofthat ~~avian~~are ~~influenza,~~common ~~severe~~in ~~acute respiratory syndrome, or SARS,~~ the ~~influenza~~ AUnited States ~~(H1N1),~~generally ~~H7N9~~are ordifficult ~~other epidemics. Any of such occurrences could cause severe disruption~~ to ~~our~~pursue ~~daily~~as ~~operations, and may even require~~ a ~~temporary~~matter ~~closure~~ of ~~our~~law ~~facilities.~~or ~~Such~~practicality ~~closures~~in ~~may~~China. ~~disrupt~~For ~~our~~example, ~~business~~in ~~operations~~China, ~~and~~there ~~adversely~~are ~~affect our~~significant ~~results~~legal ofand ~~operations.~~other ~~Our~~obstacles ~~operation~~to ~~could~~providing ~~also~~information beneeded ~~disrupted~~for ifregulatory ~~our~~investigations ~~suppliers, customers~~ or ~~business~~litigation ~~partners~~initiated ~~were~~outside ~~affected by~~China. ~~such~~Although ~~natural~~the ~~disasters~~authorities ~~or health epidemics.~~

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in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator, such as the Department of Justice, the SEC, the PCAOB and other U.S. authorities, to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

Failure to comply with the United States Foreign Corrupt Practices Act and Chinese anti-corruption laws could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Non-U.S. companies, including some that may compete with us, may not be subject to these prohibitions. In addition, in 2012, the central government of the PRC commenced a far-reaching campaign against corruption. That ongoing campaign involves aggressive enforcement of existing Chinese anti-corruption laws. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the PRC. Our employees or other agents may engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Doing Business in China

AApprovals ~~slowdown~~and/or ofother ~~the~~requirements ~~Chinese~~by ~~economy~~the CSRC or ~~adverse~~ ~~changes~~other inPRC ~~economic~~governmental ~~and~~authorities ~~political~~may ~~policies~~be ofrequired ~~the~~in connection with an offering under PRC ~~government~~rules, ~~could~~regulations ~~negatively~~or ~~impact~~policies, ~~China’s~~and, ~~overall~~if ~~economic growth~~required, ~~which~~we ~~could~~cannot ~~materially~~predict ~~adversely~~whether ~~affect~~or ~~our~~how ~~business~~soon we will be able to obtain such approvals.

~~After~~The ~~the~~Regulations ~~Business~~on ~~Combination, we~~Mergers ~~will~~and beAcquisitions aof ~~holding~~Domestic ~~company~~Enterprises ~~and~~by ~~all~~Foreign ofInvestors, or the ~~combined~~M&A ~~company’s~~Rules, ~~operations~~purport ~~will~~to berequire ~~entirely~~offshore ~~conducted~~special inpurpose ~~the~~vehicles ~~PRC.~~that ~~Although the~~are controlled by PRC ~~economy~~companies ~~has~~or ~~grown~~individuals inand ~~recent~~that ~~years,~~have ~~the~~been ~~pace~~formed offor ~~growth~~the ~~has~~purpose ~~slowed,~~of ~~and~~seeking ~~even~~a ~~that~~public ~~rate~~listing ofon ~~growth~~an ~~may~~overseas ~~not~~stock ~~continue.~~exchange ~~The~~through ~~annual rate~~acquisitions of ~~growth~~PRC indomestic ~~the~~companies ~~PRC~~or ~~declined~~assets ~~from~~to ~~6.9%~~obtain inCSRC ~~2015~~approval prior to ~~6.7%~~publicly inlisting ~~2016,~~their 6securities on an overseas stock exchange.8% inThe ~~2017~~interpretation and ~~6.6%~~application inof ~~2018.~~the ~~According~~regulations toremain aunclear. ~~recent~~If ~~State Information~~a ofgovernmental ~~China~~approval ~~forecast~~is required, ~~China’s~~it ~~economic~~is ~~growth~~uncertain ~~rate~~how inlong ~~2019~~it will ~~slow~~take for us to ~~6%-6.5%~~obtain such approval, ~~its~~and, ~~lowest~~even ~~since~~if ~~1990~~we obtain such approval, the approval could be rescinded. AAny ~~slowdown~~ failure to obtain or a delay in ~~overall~~obtaining ~~economic~~the ~~growth,~~requisite angovernmental ~~economic~~approval ~~downturn~~for oran ~~recession~~offering, or ~~other~~a ~~adverse~~rescission ~~economic~~of ~~developments~~such inCSRC ~~the~~approval ~~PRC~~is obtained by us, may ~~materially reduce~~subject us to sanctions imposed by the ~~demand~~relevant ~~for~~PRC regulatory authority, which could include fines and penalties on the ~~company~~PRC Subsidiaries’s ~~products~~operations in China, restrictions or limitations on our ability to pay dividends outside of China, and ~~may~~other ~~have~~forms aof sanctions that may materially ~~adverse~~and ~~effect~~adversely onaffect ~~its~~our business, financial condition, and results of operations.

Our PRC counsel, Beijing Zhonglun W&D Taiyuan Law Firm, has advised us that, based on its understanding of the current PRC laws and regulations, we will not be required to submit an application to the CSRC for the approval under the M&A Rules for an offering. However, our PRC counsel has further advised us that there are substantial uncertainties regarding the interpretation and application of PRC laws and future PRC laws and regulations, and there can be no assurance that the China’s governmental authorities in the future will take a view that is not contrary to or otherwise different from the opinion stated above or make an expansive interpretation to the M&A Rules. We cannot assure you that relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as our PRC counsel, and hence, we may face regulatory actions or other sanctions from them. Furthermore, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council promulgated the Opinions on Strictly Cracking Down Illegal Securities Activities, which provided that the administration and

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supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were only issued on July 6, 2021, leaving uncertainties regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us. In addition, on July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments, according to which, among others, operators of “critical information infrastructure” or data processors holding over one million users’ personal information shall apply to the Cybersecurity Review Office for a cybersecurity review before any listing on a foreign stock exchange. On December 28, 2021, the CAC and twelve other PRC regulatory authorities jointly revised and issued the Cyber Security Review Measures (“the Review Measures”), which became effective on February 15, 2022. The Review Measures provides, among others, (i) the purchase of cyber products and services by critical information infrastructure operators (the “CIIOs”) and the network platform operators (the “Network Platform Operators”), which engage in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. It is uncertain how the measures will be enacted, interpreted or implemented, and whether they will affect us. If it is determined in the future that CSRC approval or other procedural requirements are required to be met for and prior to an offering, it is uncertain whether we can or how long it will take us to obtain such approval or complete such procedures and any such approval could be rescinded. Any failure to obtain or delay in obtaining such approval or completing such procedures for an offering, or a rescission of any such approval, could subject us to sanctions by the relevant PRC governmental authorities. The governmental authorities may impose restrictions and penalties on our operations in China, such as the revocation of our licenses, or shutting down part or all of our operations, limit our ability to pay dividends outside of China, delay or restrict the repatriation of the proceeds from an overseas offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our shares of common stock. The PRC governmental authorities may also take actions requiring us, or making it advisable for us, to halt an offering before settlement and delivery of the shares of common stock offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the PRC governmental authorities later promulgate new rules or explanations requiring that we obtain their approvals for filings, registrations or other kinds of authorizations for an offering, we cannot assure you that we can obtain the approval, authorizations, or complete required procedures or other requirements in a timely manner, or at all, or obtain a waiver of the requisite requirements if and when procedures are established to obtain such a waiver.

On December 24, 2021, the State Council promulgated the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “State Council Provisions Draft”), and the CSRC published two newly-drafted regulations including the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “Administration Provisions Draft”) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “Administrative Measures Draft,” together with the State Council Provisions Draft and the Administration Provisions Draft, including those notes to such drafts, the “Overseas Listing Drafts”), which provide principles and guidelines for direct and indirect issuance of securities overseas by a Chinese domestic enterprise. Although such Overseas Issuance and Listing Regulations Drafts are still subject to public comments and formal adoption and promulgation by Chinese authorities, and some provisions leave room for further interpretations by additional future rules and regulations, they have provided and revealed certain examination and filing mechanisms with respect to a Chinese domestic enterprise’s offering of securities overseas.

On July 10, 2021, the State Internet Information Office issued the Measures of Cybersecurity Review, which requires operators with personal information of more than 1one million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. As of the date of this prospectus, we have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor have we received any inquiry, notice or sanction. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) published the Regulations on the Administration of Network Data Security (Draft for Comment) to open for public consultation, which stipulates that if a data processor proposes to be listed abroad or provide personal information outside the territory of PRC, it shall be subject to certain security assessment and filing requirements in CAC or competent authorities. On December 28, 2021, the CAC and twelve other PRC regulatory authorities jointly revised and issued the Cyber

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Security Review Measures (“the Review Measures”), which became effective on February 15, 2022. The Review Measures provides, among others, (i) the purchase of cyber products and services by critical information infrastructure operators (the “CIIOs”) and the network platform operators (the “Network Platform Operators”), which engage in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office.

On July 7, 2022, the CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer, which became effective on September 1, 2022. The data export measures require that any data processor who processes or exports personal information exceeding a certain volume threshold pursuant to the measures shall apply for a security assessment by the CAC before transferring any personal information abroad, including the following circumstances: (i) important data will be provided overseas by any data processor; (ii) personal information will be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 individuals; (iii) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 individuals in aggregate or has provided the sensitive personal information of more than 10,000 individuals in aggregate since January 1 of last year; and (iv) other circumstances where the security assessment is required as prescribed by the CAC. A data processor shall, before applying for the security assessment of an outbound data transfer, conduct a self-assessment of the risks involved in the outbound data transfer. The security assessment of a cross-border data transfer shall focus on assessing the risks that may be brought about by the cross-border data transfer concerning national security, public interests, or the lawful rights and interests of individuals or organizations.

On December 2, 2022, the Central Committee of the Communist Party of China and the State Council issued the “Opinions on Building a Data Basic System to Facilitate Data as a Factor of Production.” The opinions aim to lower the bar for market entities to gain access to data, promote efficient use and circulation of data on the condition of protecting national data security, personal information, and business secrets.

On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, which will become effective on March 31, 2023. The CSRC also circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions, collectively, the Guidance Rules and Notice, on CSRC’s official website, on the same day. The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic principles of the Overseas Listing Drafts and impose substantially the same requirements for the overseas securities offering and listing by domestic enterprises. Under the Trial Measures and the Guidance Rules and Notice, domestic enterprises conducting overseas securities offering and listing, either directly or indirectly, shall complete filings with the CSRC pursuant to the Trial Measures’ requirements within three business days following the submission of application for an initial public offering or listing. Starting from March 31, 2023, enterprises that have been listed overseas or satisfy all of the following conditions shall be deemed as “Grandfathered Issuers,” or “Existing Companies,” and are not required to file with the CSRC immediately, but shall complete filings as required if they conduct refinancing, or are involved in subsequent securities issuances that require filing with the CSRC: (i) the application for indirect overseas offering or listing shall have been approved by the relevant overseas regulatory authority or stock exchange prior to March 31, 2023 (as the SEC does not approve or disapprove of an offering, this requirement is interpreted to be the SEC’s declaration of the registration statement to be effective with respect to this offering), (ii) the enterprise is not required to reapply for the approval of the relevant overseas regulatory authority or stock exchange, and (iii) such overseas securities offering or listing shall be completed before September 30, 2023. Starting from March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listing but have not obtained the approval from relevant overseas regulatory authority or overseas stock exchange shall complete filings with the CSRC prior to the completion of their overseas offering and listings.

As advised by our PRC Counsel, Beijing Zhonglun W&D Taiyuan Law Firm, if (1) Oranco’s registration statement on Form S-1 is not declared to be effective by the SEC prior to March 31, 2023, and (2) Oranco has not completed this offering by September 30, 2023, then we will be required to comply with the filing requirements under the Trial Measures in connection with this offering. As of the date of this prospectus, our PRC counsel does not expect there to be any material legal obstacle for us to comply with the filing requirements under the Trial Measures. Regardless of whether this offering will be subject to any filing requirements with the CSRC under the Trial Measures, any future securities offerings and listings outside of mainland China by our company, including but not limited to follow on

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offerings, secondary listings, and going private transactions, will be subject to the filing requirements with the CSRC under the Trial Measures, and we cannot assure you that we will be able to comply with such filing requirements in a timely manner, or at all.

Also, as of the date of this prospectus, as further advised by our PRC Counsel, Beijing Zhonglun W&D Taiyuan Law Firm, neither has Oranco, Inc., our Nevada holding company, nor any of our PRC Subsidiaries, received any inquiry, notice, warning or sanctions regarding the offering from the CSRC or any other PRC governmental authorities.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities, which would materially affect the interest of the investors.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision to not continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

Our PRC Subsidiaries’ business operations may be subject to various government and regulatory interference in the provinces in which they operate. Our PRC Subsidiaries’ business operations could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Group may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Chinese government may intervene or influence our operations at any time with little or no advance notice, which could result in a material adverse change in our operations and in the value of our common stock.

Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Recent statements by the Chinese government indicate an intent to exert more oversight and more control over offerings conducted overseas and/or foreign investments in China based issuers. The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments) on July 10, 2021, which requires operators with personal information of more than one million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.

On December 28, 2021, thirteen governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), issued the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that an online platform operator, which possesses personal information of at least one million users, must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Because the current operations of our PRC Subsidiaries do not possess personal information from more than one million users, we do not believe that we are subject to the cybersecurity review by the CAC. In addition, as of the date of this prospectus, we have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor have we received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As of the date of this prospectus, we do not believe we are in a monopolistic position in the wine and spirits sales and distributions industry.

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On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will become effective on March 31, 2023. Under the Trial Measures, Chinese companies and companies with the majority of their operations or assets located in China are required to submit certain materials to the CSRC for recordation before an overseas offering. The required materials include the recordation report, the approval or opinion from the applicable governmental authorities, legal opinions, the prospectus, and other applicable materials. Oranco is required by the Trial Measures to submit materials to the CSRC for recordation because substantially all of its operations are conducted in China. Oranco will complete the recordation process with the CSRC by the time of the effective date of this prospectus. Also, as of the date of this prospectus, as further advised by our PRC Counsel, Beijing Zhonglun W&D Taiyuan Law Firm, no relevant laws or regulations in the PRC explicitly require Oranco, Inc. or its PRC Subsidiaries to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for the offering, nor has Oranco, Inc., our Nevada holding company, or any of the PRC Subsidiaries received any inquiry, notice, warning or sanctions regarding the offering from the CSRC or any other PRC governmental authorities.

In summary, the recent statements and regulatory actions by China’s government related to the use of variable interest entities and data security or antimonopoly concerns, have not affected our ability to conduct our business. However, since these statements and regulatory actions by the PRC government are newly published and detailed official guidance and related implementation rules have not been issued or taken effect, it is highly uncertain how soon the regulatory bodies in China will finalize implementation measures, and the potential impact the modified or new laws and regulations will have on the daily business operations of our PRC Subsidiaries, our ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that would require Oranco Inc. or its PRC Subsidiaries to obtain regulatory approval from Chinese authorities before Oranco’ listing in the U.S. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

The aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirement in the future. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. As a result, Oranco’s securities may decline in value dramatically or even become worthless should we become subject to new requirement to obtain permission from the PRC government to list on U.S. securities exchanges in the future.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

According to the Foreign Investment Law of the People’s Republic of China and its implementing rules, which jointly established the legal framework for the administration of foreign-invested companies, a foreign investor may, in accordance with other applicable laws, freely transfer into or out of China its contributions, profits, capital earnings, income from asset disposal, intellectual property rights, royalties acquired, compensation or indemnity legally obtained, and income from liquidation, made or derived within the territory of China in RMB or any foreign currency, and any entity or individual shall not illegally restrict such transfer in terms of the currency, amount and frequency. According to the Company Law of the People’s Republic of China and other Chinese laws and regulations, our PRC Subsidiaries may pay dividends only out of their respective accumulated profits as determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC Subsidiaries is required to set aside at least 10% of its accumulated after-tax profits, if any, each year to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Where the statutory reserve fund is insufficient to cover any loss a PRC subsidiary incurred in the previous financial year, its current financial year’s accumulated after-tax profits shall first be used to cover the loss before any statutory reserve fund is drawn therefrom. Such statutory reserve funds and the accumulated after-tax profits that are used for covering the loss cannot be distributed to us as dividends. At their discretion, our PRC Subsidiaries may allocate a portion of their after-tax profits based on Chinese accounting standards to a discretionary reserve fund.

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Our PRC Subsidiaries receive substantially all of their revenue in Renminbi. Renminbi is not freely convertible into other currencies. As result, any restriction on currency exchange may limit the ability of our PRC Subsidiaries to use their potential future Renminbi revenues to pay dividends to us. The Chinese government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currency may then restrict the ability of our PRC Subsidiaries to remit sufficient foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign-currency-denominated obligations. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and foreign currency debt. Currently, our PRC Subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of the State Administration of Foreign Exchange of China (“SAFE”) by complying with certain procedural requirements. However, the relevant Chinese governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. The Chinese government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by SAFE for cross-border transactions falling under both the current account and the capital account. Any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in renminbi to fund our business activities outside of China or pay dividends in foreign currencies to holders of our securities. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

In response to the persistent capital outflow in China and Renminbi’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China (“PBOC”) and the SAFE have promulgated a series of capital controls in early 2017, including stricter vetting procedures for domestic companies to remit foreign currency for overseas investments, dividends payments and shareholder loan repayments.

The Chinese government may continue to strengthen its capital controls, and more restrictions and substantial vetting processes may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our Chinese subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

A slowdown of the Chinese economy or adverse changes in the economic and political policies of the PRC and the effects of COVID-19 government could negatively impact China’s overall economic growth, which could materially adversely affect our business.

We are a holding company and substantially all of our operations are conducted in the PRC. Although the PRC economy has grown in recent years, the pace of growth has slowed, and even that rate of growth may not continue. The annual rate of growth in the PRC declined from 6.9% in 2015 to 6.7% in 2016, 6.8% in 2017 and 6.6% in 2018. The annual rate of growth further declined to 6.1% in 2019, the lowest since 1990. The annual rate of growth was 2.3% in 2020. Although the growth reached 8.1% in 2021, the growth rate of the first three quarters of 2022 declined to 3.0%. A slowdown in overall economic growth, an economic downturn or recession, the effects of COVID-19 or other adverse economic developments in the PRC may materially reduce the demand for the Group’s products and may have a material and adverse effect on its business.

China’s economy differs from the economies of most other countries in many respects, including the amount of government involvement in the economy, the general level of economic development, growth rates and government control of foreign exchange and the allocation of resources. While the PRC economy has grown significantly over the past few decades, this growth has remained uneven across different periods, regions and economic sectors.

The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Any actions and policies adopted by the PRC government could negatively impact the Chinese economy or the economy of the region ~~the~~our ~~combined company~~ serves, which could materially adversely affect ~~the~~our ~~combined company’s~~ business.

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business the combined company may be able to conduct in the PRC and accordingly on the results of its operations and financial condition.29

~~The~~Table combined company’s business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which the combined company must conduct its business activities. The combined company’s ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under the current government leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activities and greater economic decentralization. However, the government of the PRC may not continue to pursue these policies, or may significantly alter these policies from time to time without notice.Contents

~~There~~Substantial ~~are substantial~~ uncertainties ~~regarding the interpretation~~ and ~~application~~restrictions of PRC laws and regulations, including, but not limited to, the laws and regulations governing the combined company’s business, or the enforcement and performance of the combined company’s arrangements with ~~borrowers~~respect ~~in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin~~ to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the ~~influence~~political ~~of the law has been increasing, China has not developed a fully integrated legal system~~ and ~~recently enacted laws and regulations may not sufficiently cover all aspects of~~ economic ~~activities in~~policies ~~China. Also, because these laws and regulations are relatively new, and because~~ of the ~~limited~~PRC ~~volume~~government ~~of published cases~~ and ~~their~~ ~~lack~~PRC ~~of force as precedents, interpretation and enforcement of these~~ laws and regulations ~~involve~~could ~~significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there~~ have ~~been~~a ~~constant~~significant ~~changes~~impact ~~and~~upon ~~amendments of laws and regulations over~~ the past 40 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts provide interpretations of laws and regulations and decide contractual disputes and issues, their inexperience in adjudicating new business ~~and~~we ~~new polices or regulations in certain less developed areas causes uncertainty and~~ may ~~affect~~be ~~the~~able ~~combined company’s business. Consequently, neither Huaxin nor Oranco can predict the future direction of Chinese legislative activities with respect~~ to ~~either~~conduct ~~businesses~~in ~~with foreign investment or~~ the ~~effectiveness~~PRC ~~on enforcement of laws~~ and ~~regulations~~accordingly inon ~~China.~~the ~~The~~results ~~uncertainties, including new laws and regulations and changes~~ of ~~existing~~its ~~laws,~~operations ~~as well as judicial interpretation by inexperienced officials in the agencies~~ and ~~courts~~financial ~~in certain areas, may cause possible problems to foreign investors~~condition.

~~Both~~Our ~~Huaxin~~business operations may be adversely affected by the current and ~~Oranco’s~~future ~~businesses are~~political ~~subject~~environment toin ~~extensive~~the ~~regulation~~PRC. The Chinese government exerts substantial influence and ~~supervision~~control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by ~~state~~changes in Chinese laws and regulations. Under the current government leadership, ~~provincial~~the government of the PRC has been pursuing economic reform policies that encourage private economic activities and ~~local~~greater economic decentralization. However, the government ~~authorities~~of the PRC may not continue to pursue these policies, ~~which~~or may ~~interfere with~~significantly alter these policies from time to time without notice. The Chinese economy differs from the ~~way~~economies of most developed countries in many respects, including the ~~combined~~level ~~company~~of ~~conducts~~government ~~its~~involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and ~~may~~providing ~~negatively~~preferential ~~impact~~treatment ~~its~~to ~~financial~~particular ~~results~~industries or companies.

~~Both~~There ~~Huaxin~~are substantial uncertainties regarding the interpretation and ~~Oranco are~~application ~~subject~~of toPRC ~~extensive~~laws and ~~complex~~regulations, ~~state~~including, ~~provincial~~but ~~and~~not ~~local~~limited ~~laws~~to, ~~rules~~the laws and regulations governing our business, or the enforcement and performance of our arrangements with ~~regard~~borrowers toin ~~their~~the ~~loan~~event ~~operations~~of the imposition of statutory liens, ~~capital~~ ~~structure~~death, ~~maximum~~bankruptcy ~~interest~~or ~~rates,~~criminal ~~allowance~~proceedings. ~~for~~Only ~~loan~~after ~~losses,~~1979 ~~among~~did ~~other~~the ~~things,~~Chinese asgovernment ~~set~~begin ~~out~~to inpromulgate ~~“Business~~a ~~— Government~~comprehensive ~~Regulations.”~~system ~~These~~of laws that regulate economic affairs in general, ~~rules~~deal ~~and~~with ~~regulations~~economic ~~are~~matters ~~issued~~such byas ~~different~~foreign ~~central~~investment, ~~government~~corporate ~~ministries~~organization and ~~departments~~governance, ~~provincial~~ commerce, taxation and ~~local~~trade, ~~governments~~as ~~and~~well ~~are~~as ~~enforced~~encourage byforeign ~~different~~investment ~~local~~in ~~authorities~~China. AsAlthough athe ~~result~~influence of the ~~complexity~~law has been increasing, ~~uncertainties~~ China has not developed a fully integrated legal system and ~~constant~~recently ~~changes~~enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, ~~rules~~and because of the limited volume of published cases and ~~regulation,~~their ~~including~~lack ~~changes~~of inforce as precedents, interpretation and ~~implementation~~enforcement of ~~such,~~these ~~both Huaxin~~laws and ~~Oranco’s~~regulations ~~business~~involve ~~activities~~significant uncertainties. New laws and ~~growth~~regulations that affect existing and proposed future businesses may also be ~~adversely~~applied ~~affected~~retroactively. ifIn ~~they~~addition, dothere ~~not~~have ~~respond~~been toconstant ~~the~~ changes inand aamendments ~~timely manner~~of orlaws ~~are~~and ~~found~~regulations toover bethe past 40 years in ~~violation~~order ofto keep up with the ~~applicable~~rapidly ~~laws,~~changing ~~regulations~~society and ~~policies~~economy asin aChina. ~~result~~Because government agencies and courts provide interpretations of alaws ~~different~~and ~~position~~regulations ~~from theirs~~and ~~taken~~decide bycontractual ~~the~~disputes ~~competent~~and ~~authority~~issues, their inexperience in ~~the~~adjudicating ~~interpretation~~new ofbusiness ~~such~~and ~~applicable~~new ~~laws,~~polices or regulations in certain less developed areas causes uncertainty and ~~policies~~may affect our business. IfConsequently, ~~Huaxin~~we ~~and Oranco~~cannot ~~are~~predict ~~found~~the tofuture bedirection ~~not~~of inChinese ~~compliance~~legislative activities with ~~these~~respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations, ~~they~~in ~~may~~China. beThe ~~subject~~uncertainties, toincluding ~~sanctions~~new bylaws ~~regulatory~~and ~~authorities, monetary~~regulations ~~penalties~~ and~~/or~~ ~~reputation~~changes ~~damage~~of existing laws, ~~which~~as ~~could~~well ~~have~~as ajudicial ~~material~~interpretation ~~adverse~~by ~~effect~~inexperienced onofficials in the ~~combined~~agencies ~~company’s~~and ~~business operations~~courts ~~and~~in ~~profitability~~certain areas, may cause possible problems to foreign investors.

12Huaxin, Jinqiang and Jin’ou’s businesses are subject to extensive regulation and supervision by state, provincial and local government authorities, which may interfere with the way we conduct our business and may negatively impact their financial results.

~~You~~Huaxin, ~~may~~Jinqiang ~~experience~~and ~~difficulties~~Jin’ou inare ~~effecting service~~subject ofto ~~legal~~extensive ~~process~~and complex state, ~~enforcing~~provincial ~~foreign~~and ~~judgments~~local orlaws, ~~bringing~~rules ~~original~~and ~~actions~~regulations ~~against~~with usregard orto ~~our~~their ~~management~~loan operations, capital structure, maximum interest rates, allowance for loan losses, among other things, as set out in ~~China~~“PRC Regulations.” These laws, ~~based upon~~rules ~~United~~and ~~States~~regulations are issued by different central government ministries and departments, provincial and local governments and are enforced by different local authorities. As a result of the complexity, uncertainties and constant changes in these laws, rules and regulation, including changes in interpretation and implementation of such, both Huaxin, Jinqiang and Jin’ou’s business activities and growth may be adversely affected if they do not respond to the Uchanges in a timely manner or are found to be in violation of the applicable laws, regulations and policies as a result of a different position from theirs taken by the competent authority in the interpretation of such applicable laws, regulations and policies.S. ~~federal~~If ~~securities~~Huaxin, Jinqiang and Jin’ou are found to be not in compliance with these laws and regulations, they may be subject to sanctions by regulatory authorities, monetary penalties and/or ~~other~~reputation ~~foreign~~damage, ~~laws~~which could have a material adverse effect on our business operations and profitability.

We are a company incorporated in Nevada. After the Business Combination, substantially all of our operations will be conducted in China, and substantially all of our assets will be located in China. All of our current and proposed directors and officers reside in China, and substantially all of the assets of those persons are located outside of the United States. As a result, Zhonglun W&D Law Firm, our counsel as to PRC law, has advised us that it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce judgments against us which are obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.30

~~Zhonglun~~Table ~~W&D Law Firm has further advised us that the recognition and enforcement~~ of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States providing for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors or officers if they decide that the judgment violates the basic principles of PRC laws, national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.Contents

~~Zhonglun~~You ~~W&D~~may ~~Law Firm~~experience ~~has~~difficulties ~~also advised us that~~ in ~~the~~effecting ~~event~~service ~~shareholders~~of ~~originate~~legal anprocess, ~~action~~enforcing ~~against~~foreign ajudgments ~~company~~or ~~without~~bringing ~~domicile~~original inactions ~~China~~against ~~for~~us ~~disputes related to contracts~~ or ~~other~~our ~~property interests~~management, ~~the PRC courts may accept a cause of action if (a) the disputed contract is concluded or performed~~ in ~~the PRC or the disputed subject matter is located in the PRC~~China, ~~(b)~~based ~~the~~upon ~~company~~U.S. ~~(as defendant) has properties that can be seized within the PRC~~laws, ~~(c)~~including the company has a representative organization within the PRC, or (d) the parties chose to submit to the jurisdiction of the PRC courts in the contract on the condition that such submission does not violate the requirements of jurisdiction under the PRC Civil Procedures LawU. ~~The action may be initiated by the shareholder by filing a complaint with the PRC courts~~S. federal ~~The~~securities ~~PRC~~laws, ~~courts would determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. The shareholder may participate in the action by itself~~ or ~~entrust any~~ other ~~person or PRC legal counsel to participate on behalf of such shareholder. Foreign citizens and companies will have the same rights as PRC citizens and companies in such an action unless such~~ foreign ~~country restricts the rights of PRC citizens and companies~~laws.

~~Dividends~~We ~~payable~~are toa ~~our~~holding ~~foreign~~company ~~investors and~~incorporated ~~gains~~in onNevada. ~~the~~Substantially ~~sale~~all of our ~~shares~~operations are conducted in China, and substantially all of ~~Common~~our ~~Stock~~assets byare located in China. As a result, Beijing Zhonglun W&D Taiyuan Law Firm, our ~~foreign~~counsel ~~investors~~as to PRC law, has advised us that it may ~~become~~be ~~subject~~difficult for a stockholder to ~~tax~~effect byservice of process within the ~~PRC~~United States upon these persons, or to enforce judgments against us which are obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

~~Under~~Beijing ~~the~~Zhonglun ~~Enterprise Income~~W&D ~~Tax~~Taiyuan Law ~~and~~Firm ~~its~~has ~~implementation~~further ~~regulations~~advised ~~issued~~us bythat the ~~State~~recognition ~~Council~~and enforcement of ~~the~~foreign ~~PRC,~~judgments ~~a 10% PRC withholding tax is applicable to dividends payable to investors that~~ are ~~non-resident~~provided ~~enterprises,~~for ~~which~~under ~~do not have an establishment or place of business in~~ the PRC orCivil ~~which~~Procedures ~~have~~Law. ~~such~~PRC ~~establishment~~courts ormay ~~place~~recognize ofand ~~business~~enforce ~~but~~foreign ~~the~~judgments ~~dividends~~in ~~are~~accordance ~~not effectively connected~~ with ~~such~~the ~~establishment or~~requirements ~~place~~ of ~~business, to~~ the ~~extent~~PRC ~~such~~Civil ~~dividends~~Procedures ~~are~~Law ~~derived~~based ~~from~~either ~~sources~~on ~~within~~treaties ~~the~~between ~~PRC.~~China ~~Similarly,~~and ~~any~~the ~~gain~~country ~~realized~~where on the ~~transfer~~ ofjudgment ~~shares by such investors~~ is ~~also~~made ~~subject~~or toon ~~PRC~~principles ~~tax~~of atreciprocity abetween ~~current~~jurisdictions. ~~rate~~China ofdoes ~~10%,~~not ~~subject~~have to any ~~reduction~~treaties or ~~exemption set~~other ~~forth~~form inof ~~relevant~~reciprocity ~~tax~~with ~~treaties,~~the ifUnited States ~~such~~providing ~~gain~~for isthe ~~regarded~~reciprocal asrecognition ~~income~~and ~~derived~~enforcement ~~from~~of ~~sources~~foreign ~~within the PRC~~judgments. IfIn ~~we are deemed a PRC resident enterprise~~addition, ~~dividends~~according ~~paid~~to ~~on our shares, and any gain realized from~~ the ~~transfer~~PRC ofCivil ~~our~~Procedures ~~shares~~Law, ~~would~~courts bein ~~treated as income derived from sources within~~ the PRC ~~and~~will ~~would~~not asenforce a ~~result~~foreign bejudgment ~~subject~~against tous ~~PRC~~or ~~taxation.~~our ~~Furthermore,~~directors ifor weofficers ~~are~~if ~~deemed~~they ~~a PRC~~decide ~~resident~~that ~~enterprise,~~the ~~dividends~~judgment ~~payable~~violates ~~to individual investors who are non-PRC residents and any gain realized on~~ the ~~transfer shares~~basic byprinciples ~~such~~of ~~investors may be subject to~~ PRC ~~tax~~laws, atnational ~~a current rate of 20%~~sovereignty, ~~subject~~security ~~to any reduction~~ or ~~exemption~~public ~~set~~interest. ~~forth~~As ~~in applicable~~a ~~tax~~result, ~~treaties.~~it It is ~~unclear~~uncertain whether weand oron ~~any~~what ofbasis ~~our subsidiaries established outside of China are considered~~ a PRC ~~resident~~ ~~enterprise,~~court ~~holders of shares~~ would beenforce ~~able~~a tojudgment ~~claim~~rendered ~~the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares~~ by ~~such~~ ~~investors~~a ~~are~~court ~~subject~~in ~~to PRC tax,~~ the ~~value of your investment in our shares may decline significantly~~United States.

Beijing Zhonglun W&D Taiyuan Law Firm has also advised us that in the event stockholders originate an action against a company without domicile in China for disputes related to contracts or other property interests, the PRC courts may accept a cause of action if (a) the disputed contract is concluded or performed in the PRC or the disputed subject matter is located in the PRC, (b) the company (as defendant) has properties that can be seized within the PRC, (c) the company has a representative organization within the PRC, or (d) the parties chose to submit to the jurisdiction of the PRC courts in the contract on the condition that such submission does not violate the requirements of jurisdiction under the PRC Civil Procedures Law. The action may be initiated by the stockholder by filing a complaint with the PRC courts. The PRC courts would determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. The stockholder may participate in the action by itself or entrust any other person or PRC legal counsel to participate on behalf of such stockholder. Foreign citizens and companies will have the same rights as PRC citizens and companies in such an action unless such foreign country restricts the rights of PRC citizens and companies.

Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

Under the PRC Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may be subject to PRC tax at a current rate of 25%, subject to any reduction or exemption set forth in applicable tax treaties. Pursuant to the current PRC laws and regulations, neither Oranco, Inc. nor our subsidiaries established outside of China are considered a PRC resident enterprise, however, it is unclear whether Oranco, Inc. or any of our subsidiaries established outside of China will be considered a PRC resident enterprise in the future. It is unclear whether the holders of shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your investment in our shares may decline significantly.

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Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

Under the PRC Enterprise Income Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established outside of the PRC with a “de facto management body” located within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and Business Combination and disposition of properties and other assets of an enterprise.” On April 22, 2009, the State Administration of Taxation (the “SAT”), issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly with retroactive effect.

13We and Oranco’s stockholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the State Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-PRC Resident Enterprises, or Circular 7, with the same effective date. Under Announcement 7, an “indirect transfer” refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an “establishment or place” situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding company’s equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investment in China, or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there, are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a rate of 10%.

Announcement 7 grants a safe harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement 7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement 7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises should not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

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Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

The PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015.

Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

On October 17, 2017, the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698 and certain provisions of Circular 7. SAT Notice No. 37 further reduces the burden of the withholding obligator, such as revocation of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and clarifies the calculation of tax payable and mechanism of foreign exchange.

We face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request ~~our~~the PRC ~~subsidiaries~~ Subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 7 and SAT Notice No. 37, and may be required to expend valuable resources to comply with Circular 59, Circular 7 and SAT Notice No. 37 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under SAT Circular 59, Circular 7 and SAT Notice No. 37 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or and SAT Notice No. 37 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

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Restrictions on currency exchange may limit our ability to utilize our revenue effectively.

Substantially all of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Currently, ~~our~~the PRC ~~subsidiaries~~Subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to ~~our~~Oranco’s ~~shareholders~~stockholders. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE or banks and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for all of ~~our~~the PRC ~~subsidiaries~~Subsidiaries.

Fluctuations in the foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition.

~~The~~Our ~~value~~business ofis ~~the~~conducted ~~RMB against~~in the ~~U.S.~~PRC, ~~dollar~~our books and ~~other~~records ~~currencies may fluctuate. Exchange rates~~ are ~~affected~~maintained ~~by,~~in ~~among other things~~RMB, ~~changes~~which inis ~~political and economic conditions and~~ the ~~foreign~~currency ~~exchange~~of ~~policy adopted by~~ the PRC ~~government. On July 21~~, ~~2005,~~and the ~~PRC~~financial ~~government~~statements ~~changed its~~that ~~policy~~we offile ~~pegging~~with the ~~value~~SEC ofand ~~the~~provide ~~RMB~~ to ~~the~~our shareholders are presented in U.S. ~~dollar~~Dollars. ~~Under~~Changes ~~this~~in ~~policy,~~ the ~~RMB~~exchange israte ~~permitted~~between tothe ~~fluctuate~~RMB ~~within a narrow~~ and ~~managed~~dollar ~~band~~affect ~~against~~the avalue ~~basket~~ of ~~foreign~~our ~~currencies.~~assets ~~Following~~and the ~~removal~~results of ~~the~~our ~~U.S.~~operations ~~dollar~~in ~~peg, the RMB appreciated more than 20% against the~~ U.S. ~~dollar over three years~~Dollars. ~~From~~The ~~July~~value ~~2008~~of ~~until June 2010, however,~~ the RMB ~~traded stably within a narrow range~~ against the U.S. ~~dollar.~~Dollar Onand ~~June~~other ~~20,~~currencies ~~2010,~~may ~~the~~fluctuate ~~PBOC~~and ~~announced~~is ~~that~~affected ~~the~~by, ~~PRC~~among ~~government~~other ~~would~~things, ~~reform~~changes in the ~~RMB~~PRC’s ~~exchange~~political ~~rate regime~~ and ~~increase~~economic ~~the~~conditions ~~flexibility~~and ofperceived ~~the~~changes ~~exchange~~in ~~rate. Since June 2010,~~ the ~~RMB~~economy ~~has~~of ~~appreciated more than 10% against~~ the ~~U.S. dollar. In April 2012, the~~ PRC ~~government announced it would allow greater RMB exchange rate fluctuation. On August 11, 12~~ and ~~13,~~ ~~2015,~~ the ~~PRC~~United ~~government~~States. ~~successively~~Any ~~set~~significant ~~the~~revaluation ~~central~~of ~~parity rate for~~ the RMB ~~more~~may ~~than~~materially 3%and ~~lower~~adversely inaffect ~~the~~our ~~aggregate~~cash ~~than that of August 10~~flows, ~~2015~~revenue and ~~announced~~financial ~~that it will begin taking into account previous day’s trading in setting the central parity rate~~condition. ~~In 2015~~Further, ~~the~~our ~~yuan~~shares ~~experienced~~offered aby ~~4.88%~~this ~~drop~~prospectus inare ~~value,~~offered ~~and~~in ~~on January 4, 2016 the PRC government set the~~ U.S. ~~dollar-Chinese yuan currency pair to a reference rate of 6.5%~~Dollars, ~~the~~and ~~lowest~~we ~~rate~~will inneed ~~4.5~~to ~~years,~~convert ~~on January 6, 2017,~~ the ~~reference~~net ~~rate~~proceeds ~~was~~we ~~0.9%~~receive ~~up-regulated by~~into ~~the~~RMB ~~PRC~~in ~~government.~~order ~~However, it is difficult~~ to ~~predict~~use ~~how~~the ~~market~~funds ~~forces~~for orour ~~PRC or U~~business.S. ~~government~~Changes ~~policy~~in ~~may impact~~ the ~~exchange~~ conversion rate between the ~~RMB and the~~ U.S. ~~dollar~~Dollar inand the ~~future.~~RMB Aswill ~~significant~~affect ~~international~~that ~~pressure~~amount ~~remains on the PRC government to adopt a more flexible currency policy, greater fluctuation~~ of ~~the~~proceeds ~~RMB~~we ~~against~~will ~~the~~have ~~U.S.~~available ~~dollar~~for ~~could~~our ~~result~~business.

15If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. Dollars than the U.S. Dollar amount that you will actually ultimately receive.

~~Our~~If ~~revenues~~you ~~and costs~~ are ~~mostly~~a ~~denominated~~U.S. holder inof our shares of common stock, you will be taxed on the ~~RMB~~U.S. Dollar value of your dividends, ~~and~~if any, at the time you receive them, even if you actually receive a ~~significant~~smaller ~~portion~~amount of ~~our~~U.S. ~~financial~~Dollars ~~assets~~when ~~are~~the ~~also~~payment ~~denominated~~is in ~~the~~fact ~~RMB~~converted into U.S. ~~Any~~Dollars. ~~significant fluctuations~~Specifically, if a dividend is declared and paid in ~~the~~a ~~exchange~~foreign ~~rate~~currency ~~between~~such as the RMB, ~~and~~the amount of the dividend distribution that you must include in your income as a U.S. holder ~~dollar~~will ~~may~~be ~~materially~~the ~~adversely~~U.S. ~~affect~~Dollar ~~our~~value ~~cash~~of ~~flows,~~the ~~revenues, earnings~~payments ~~and~~made ~~financial~~in ~~position~~the foreign currency, ~~and~~determined at the ~~amount~~spot rate of ~~and~~the ~~any~~foreign ~~dividends~~currency weto ~~may~~the ~~pay~~U.S. Dollar on ~~our~~the ~~shares~~date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. ~~dollars~~Dollars. ~~Fluctuations~~Thus, in if the ~~exchange~~value ~~rate~~of ~~between~~ the ~~RMB~~foreign ~~and~~currency decreases before you actually convert the currency into U.S. ~~dollar~~Dollars, ~~could~~you ~~also~~will ~~result~~be taxed on a larger amount in ~~foreign~~U.S. ~~currency~~Dollars ~~translation~~than ~~losses~~the ~~for~~U.S. ~~financial~~Dollar ~~reporting purposes~~amount that you will actually ultimately receive.

IfFuture ~~any~~inflation ~~dividend is declared~~ in ~~the~~China ~~future and paid in a foreign currency, you~~ may beinhibit ~~taxed~~economic onactivity aand ~~larger~~adversely ~~amount~~affect inour Uoperations.~~S. dollars than the U.S. dollar amount that you will actually ultimately receive.~~

IfThe ~~you~~Chinese ~~are~~economy ahas ~~U.S.~~experienced ~~holder of~~periods ~~our shares~~ of ~~Common~~rapid ~~Stock,~~expansion ~~you~~in ~~will~~recent years bewhich ~~taxed~~can onlead ~~the~~to ~~U.S.~~high ~~dollar~~rates ~~value~~ of ~~your~~inflation ~~dividends,~~or ifdeflation. ~~any,~~This athas caused the ~~time~~PRC ~~you~~government ~~receive them~~to, ~~even~~ iffrom ~~you~~time ~~actually~~to ~~receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically~~time, if aenact ~~dividend~~various iscorrective ~~declared~~measures ~~and~~designed ~~paid~~to inrestrict ~~a foreign currency such as~~ the ~~RMB,~~availability ~~the amount~~ of ~~the~~credit ~~dividend~~or ~~distribution~~regulate ~~that~~growth ~~you~~and ~~must include~~contain ~~in your income as a U~~inflation.S. ~~holder~~High ~~will~~inflation bemay ~~the U.S. dollar value of the payments made~~ in the ~~foreign~~future ~~currency,~~cause ~~determined at~~ the ~~spot~~PRC ~~rate~~government ~~of the foreign currency~~ to ~~the~~once ~~U.S.~~again ~~dollar~~impose controls on ~~the~~credit ~~date~~and/or ~~the~~prices, ~~dividend~~or ~~distribution~~to istake ~~includible~~other ~~in your income~~action, ~~regardless~~ ofwhich ~~whether~~could ~~the~~inhibit ~~payment~~economic isactivity in ~~fact converted into U~~China.S. ~~dollars.~~Any ~~Thus,~~action ifon the ~~value~~part of the ~~foreign~~PRC ~~currency~~government ~~decreases before~~that ~~you~~seeks ~~actually~~to ~~convert~~control ~~the~~credit ~~currency~~and/or ~~into~~prices ~~U.S.~~may ~~dollars,~~adversely ~~you~~affect ~~will~~our bebusiness ~~taxed on a larger amount in U~~operations.~~S. dollars than the U.S. dollar amount that you will actually ultimately receive.~~

~~Future~~PRC ~~inflation~~laws inand ~~China~~regulations ~~may~~have ~~inhibit economic~~established ~~activity~~more ~~and~~complex ~~adversely~~procedures ~~affect~~for ~~the~~certain ~~combined~~acquisitions ~~company’s~~of ~~operations~~Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

~~The~~Further ~~Chinese~~to ~~economy has~~the ~~experienced~~Regulations ~~periods~~on ofMergers ~~rapid~~and ~~expansion~~Acquisitions inof ~~recent~~Domestic ~~years~~Enterprises ~~which~~by ~~can~~Foreign ~~lead~~Investors, ~~to high rates of inflation~~ or ~~deflation. This has caused~~ the ~~PRC~~New ~~government~~M&A toRules, ~~from time to time, enact various corrective measures designed to restrict~~ the ~~availability~~Anti-monopoly Law of ~~credit or regulate growth and contain inflation. High inflation may in~~ the ~~future cause the~~ PRC ~~government to once again impose controls on credit and/or prices~~, orthe toRules ~~take~~of ~~other~~Ministry ~~action,~~of ~~which~~Commerce ~~could inhibit economic activity in China. Any action~~ on ~~the~~Implementation ~~part~~ of ~~the PRC~~Security ~~government~~Review ~~that~~System ~~seeks~~of toMergers ~~control~~and ~~credit~~Acquisitions ~~and/or~~of ~~prices~~Domestic ~~may~~Enterprises ~~adversely~~by ~~affect~~Foreign ~~the~~Investors ~~combined~~promulgated ~~company’s~~by ~~business~~MOFCOM ~~operations.~~

PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for the combined company to pursue growth through acquisitions in China.34

~~Further~~Table ~~to the Regulations on Mergers and Acquisitions~~ of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review.Contents

or the MOFCOM Security Review Rules, were issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review.

The MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements control or offshore transactions.

Further, if the business of any target company that ~~the~~we ~~combined company~~ seek to acquire falls into the scope of security review, ~~the~~we ~~combined company~~ may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements. ~~The~~We ~~combined company~~ may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect its ability to maintain or expand its market share.

In addition, SAFE promulgated the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular 19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall be subject to the relevant laws and regulations about the foreign-invested company’s reinvestment in the PRC. In addition, foreign-invested companies cannot use such capital to make the investments on securities, and cannot use such capital to issue the entrusted RMB loans (except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and our ability to fund and expand our business in the PRC.

SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (“Circular 16”), on June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on self-discretionary basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations, while such converted RMB shall not be provide as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted and implemented.

~~Failure~~Risks Relating to ~~comply~~Oranco’s ~~with~~common ~~the~~stock ~~United States Foreign Corrupt Practices Act~~ and ~~Chinese~~this ~~anti-corruption laws could subject us to penalties and other adverse consequences.~~Offering

AsOranco’s ~~our~~common ~~shares~~stock ~~are~~may ~~listed on~~be ~~OTC~~delisted ~~Pink~~and ~~Market,~~prohibited wefrom ~~are~~being ~~subject~~traded tounder the ~~United~~Holding ~~States~~ Foreign ~~Corrupt~~Companies ~~Practices~~Accountable Act, ~~which~~if ~~generally~~the ~~prohibits~~PCAOB ~~United~~is ~~States companies~~unable ~~from~~to ~~engaging~~inspect inour ~~bribery~~auditors orfor ~~other~~two ~~prohibited~~consecutive years. ~~payments~~The todelisting ~~foreign~~and ~~officials for~~ the ~~purpose~~cessation of ~~obtaining~~trading orof ~~retaining business.~~our ~~Non-U.S. companies~~shares, ~~including~~or ~~some that may compete with us, may not be subject to these prohibitions. In addition, in 2012,~~ the ~~central~~threat ~~government~~ of ~~the~~their ~~PRC~~being ~~commenced~~delisted ~~a far-reaching campaign against corruption. That ongoing campaign involves aggressive enforcement of existing Chinese anti-corruption laws. Corruption, extortion, bribery, pay-offs, theft~~ and ~~other~~prohibited ~~fraudulent practices may occur~~ from ~~time-to-time~~being intraded, ~~the PRC. Our employees or other agents~~ may ~~engage~~materially ~~in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties~~ and ~~other~~adversely ~~consequences that~~affect ~~may~~the ~~have~~value ~~a material adverse effect on our business, financial condition and results~~ of ~~operations~~your investment.

~~SEC~~The ~~administrative~~Holding ~~proceedings~~Foreign ~~against the~~Companies ~~China~~Accountable ~~affiliates~~Act, ofor ~~multi-national~~the ~~accounting~~HFCA ~~firms~~Act, ~~and/or~~was ~~any~~enacted ~~related~~on ~~adverse~~December 18, ~~regulatory~~2020. ~~development~~The inHFCA Act states if the ~~PRC,~~SEC ~~may~~determines ~~result in~~that ~~our~~a ~~financial~~company ~~statements~~has ~~being~~filed ~~determined~~audit toreports issued by a registered public accounting firm that has not bebeen insubject ~~compliance~~to ~~with~~inspection by the ~~requirements~~PCAOB offor ~~the~~three ~~Exchange~~consecutive years ~~Act~~beginning ofin ~~1934~~2021, asthe ~~amended,~~ SEC shall prohibit such shares from being traded on a national securities exchange or in the ~~Exchange~~over ~~Act~~the counter trading market in the U.S.

In December 2012, the SEC brought administrative proceedings against five major accounting firms in China alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SEC for a period of six months. The decision is neither final nor legally effective unless and until reviewed and approved by the SEC. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the Chinese Securities Regulatory Commission. If the firms do not follow these procedures, the SEC could restart the administrative proceedings.35

InTable the event that the SEC restarts the administrative proceedings or initiates new proceedings against other firms, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our shares may be adversely affected.Contents

IfOn ~~our~~March 24, ~~independent~~2021, ~~registered public~~the ~~accounting~~SEC ~~firm~~adopted ~~was~~interim ~~denied,~~final ~~even~~rules ~~temporarily,~~relating ~~the ability~~ to ~~practice~~the ~~before~~implementation ~~the~~of ~~SEC~~certain disclosure and wedocumentation ~~were~~requirements ~~unable~~of tothe ~~timely~~HFCA ~~find~~Act. ~~another registered~~A ~~public~~company ~~accounting~~will ~~firm~~be required to ~~audit~~comply ~~and~~with ~~issue~~these anrules ~~opinion~~if onthe ~~our~~SEC ~~financial~~identifies ~~statements,~~it ~~our~~as ~~financial~~having ~~statements~~a ~~could~~“non-inspection” ~~be determined~~year ~~not~~under a process to be insubsequently ~~compliance~~established ~~with~~by the ~~requirements of the Exchange Act~~SEC. The ~~Such~~SEC ais ~~determination~~assessing ~~could~~how ~~ultimately~~to ~~lead~~implement toother ~~our deregistration~~requirements ~~from~~of the ~~SEC~~HFCA Act, ~~which~~including ~~would~~the ~~substantially~~listing ~~reduce~~and ~~or effectively terminate the~~ trading ofprohibition ~~our~~requirements ~~shares~~described ~~in the United States~~above.

IfOn ~~our~~June 22, ~~management~~2021, ~~following~~the ~~our~~U.S. Senate ~~Business Combination~~passed isa ~~unfamiliar~~bill ~~with~~which, ~~United~~if ~~States~~passed ~~securities~~by ~~laws~~the U.S. House of Representatives and signed into law, ~~they~~would ~~may~~reduce ~~have~~the tonumber ~~expend~~of ~~time~~consecutive ~~and~~noninspection years ~~resources~~required ~~becoming~~for ~~familiar~~triggering ~~with such~~the ~~laws,~~prohibitions ~~which~~under ~~could~~the ~~lead~~HFCA toAct ~~various~~from ~~regulatory~~three years ~~issues~~to two.

~~Following~~On ~~our~~November 5, ~~initial Acquisition~~2021, ~~our~~the ~~management~~SEC ~~will~~approved ~~likely~~Rule 6100 ~~resign~~adopted ~~from~~by ~~their~~the ~~positions~~PCAOB asto ~~officers~~establish ora ~~directors~~framework offor the ~~company~~PCAOB’s ~~and~~determinations ~~the~~under ~~management of~~ the ~~target~~HFCA ~~business~~Act atthat the ~~time~~PCAOB ~~of the Acquisition will remain in place. Management of the target business may not be familiar with United States securities laws. If new management~~ is ~~unfamiliar~~unable ~~with these laws, they may have~~ to ~~expend~~inspect ~~time~~or ~~and~~investigate ~~resources becoming~~completely ~~familiar~~registered ~~with~~public ~~such~~accounting ~~laws.~~firms ~~This~~located ~~could~~in bea ~~expensive~~foreign ~~and~~jurisdiction ~~time-consuming~~because ~~and~~of ~~could~~a ~~lead~~position totaken ~~various~~by ~~regulatory~~an ~~issues,~~authority ~~which may~~in ~~adversely~~that ~~affect our operations~~jurisdiction.

17On December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March 2021 to implement the submission and disclosure requirements in the HFCA Act, which requires a company to identify in its annual report, (1) the auditors that provided opinions to the financial statements presented in the annual report, (2) the location where the auditors’ report was issued, and (3) the PCAOB ID number of the audit firm or branch that performed the audit work. After we become a public company, if the SEC determines that we have three consecutive non-inspection years, the SEC will issue a stop order to prohibit the trading of our shares.

IfOn weDecember 16, ~~become~~2021, ~~directly~~the ~~subject~~PCAOB toissued ~~the recent~~a ~~scrutiny,~~Determination ~~criticism~~Report ~~and~~which ~~negative~~reported ~~publicity~~that ~~involving~~the ~~U.S.-listed~~PCAOB ~~Chinese~~is ~~companies,~~unable weto ~~may~~inspect ~~have~~or toinvestigate ~~expend~~completely ~~significant~~registered ~~resources to~~public ~~investigate~~accounting ~~and~~firms ~~resolve~~headquartered in: (1) mainland China of the ~~matter~~People’s ~~which~~Republic ~~could~~of ~~harm~~China, ~~our~~because ~~business~~of ~~operations~~a ~~and~~position ~~our~~taken ~~reputation~~by ~~and~~one ~~could~~or ~~result~~more authorities in mainland China; and (2) Hong Kong, a ~~loss~~Special ~~of your~~Administrative ~~investment~~Region inof ~~our~~the ~~shares~~PRC, ~~especially~~because ifof ~~such~~a ~~matter~~position ~~cannot~~taken beby ~~addressed~~one ~~and~~or ~~resolved~~more ~~favorably~~authorities in Hong Kong.

~~U.S.~~On ~~public companies that have substantially all of their operations in China have been the subject of intense scrutiny~~August 26, ~~criticism and negative publicity by investors~~2022, ~~financial commentators and regulatory agencies, such as~~ the ~~SEC.~~PCAOB ~~Much~~signed ~~of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities,~~ a ~~lack~~Statement of ~~effective~~Protocol ~~internal~~with ~~controls~~the ~~over~~China ~~financial~~Securities ~~accounting,~~Regulatory ~~inadequate corporate~~Commission ~~governance policies or a lack of adherence thereto~~ and, inthe ~~many~~Ministry ~~cases, allegations~~ of ~~fraud.~~Finance ~~As a result~~ of the ~~scrutiny, criticism~~People’s ~~and~~Republic ~~negative publicity, the publicly traded stock~~ of ~~many U.S. listed Chinese companies has sharply decreased in value and~~China, intaking ~~some~~the ~~cases,~~first ~~has~~step ~~become~~toward ~~virtually~~opening ~~worthless.~~access ~~Many~~for ofthe ~~these~~PCAOB ~~companies are now subject~~ to ~~shareholder~~inspect ~~lawsuits~~ and ~~SEC~~investigate ~~enforcement actions~~registered ~~and~~public ~~are~~accounting ~~conducting~~firms ~~internal~~headquartered ~~and~~in ~~external~~mainland ~~investigations~~China ~~into~~and ~~the allegations~~Hong Kong. ItUncertainties isstill ~~not~~exist ~~clear~~as ~~what~~to ~~effect~~whether ~~this sector-wide scrutiny, criticism~~ and ~~negative~~how ~~publicity~~this ~~will~~new ~~have~~Statement ~~on our company and our business. If we become the subject~~ of ~~any~~Protocol ~~unfavorable allegations,~~will ~~whether such allegations are proven to~~ be ~~true~~implemented. orThe ~~untrue,~~PCAOB weis ~~will~~required ~~have~~ to ~~expend~~reassess ~~significant~~its ~~resources~~determinations toby ~~investigate such allegations and/or defend~~ the ~~Company.~~end ~~This~~of ~~situation~~2022 ~~may~~and bethere aare ~~major~~uncertainties ~~distraction~~whether tothe ~~our~~PCAOB ~~management.~~will Ifdetermine ~~such~~it ~~allegations~~is ~~are not~~still ~~proven~~unable to beinspect ~~groundless,~~or ~~our~~investigate ~~company~~completely ~~and~~registered ~~business~~public ~~operations~~accounting ~~will~~firms bein ~~severely~~mainland ~~hampered~~China and ~~your investment in our stock could be rendered worthless~~Hong Kong.

~~The~~On ~~disclosures~~December in15, ~~our~~2022, ~~reports~~the ~~and~~PCAOB ~~other filings~~issued ~~with~~a Determination Report determining that the ~~SEC~~PCAOB secured complete access to inspect and ~~our~~investigate ~~other~~registered public ~~pronouncements~~accounting ~~are~~firms ~~not~~headquartered ~~subject~~in mainland China and Hong Kong, and vacating the 2021 Determinations to the ~~scrutiny~~contrary. ofHowever, ~~any~~the ~~regulatory~~PCAOB ~~bodies~~further innoted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access.

Our ~~reports~~current ~~and~~auditor, ~~other filings~~PKF ~~with~~Littlejohn ~~the~~LLP, ~~SEC~~as ~~are~~an ~~subject~~auditor toof ~~SEC~~companies ~~review~~that are traded publicly in ~~accordance~~the United States and a firm registered with the ~~rules~~PCAOB, ~~and~~is ~~regulations~~subject ~~promulgated~~to bylaws of the ~~SEC~~United States ~~under~~pursuant to which the ~~Securities Act~~PCAOB ~~and~~conducts regular inspections to assess their compliance with the ~~Exchange~~applicable ~~Act~~professional standards. ~~Our~~PKF ~~SEC~~Littlejohn ~~filings~~LLP ~~and~~is ~~other~~not ~~disclosure~~among ~~and~~the PCAOB-registered public ~~pronouncements~~accounting ~~are~~firms ~~not~~registered in mainland China or Hong Kong that are subject to ~~the~~PCAOB’s ~~review~~determination on December 16, 2021 of having been unable to inspect or ~~scrutiny~~ investigate completely. We are not aware of any ~~PRC~~reasons ~~regulatory~~to ~~authority~~believe or conclude that PKF Littlejohn LLP would not permit an inspection by the PCAOB or that it may not be subject to such inspection. ~~For~~However, ~~example~~given the recent developments, we cannot assure you whether PCAOB or regulatory authorities would apply additional and more stringent criteria to us after considering the ~~disclosure~~effectiveness inof our ~~SEC~~auditor’s ~~reports~~audit procedures and ~~other~~quality ~~filings~~control ~~are~~procedures, ~~not~~adequacy ~~subject~~of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the ~~review by~~audit ~~CSRC,~~of aour ~~PRC~~financial ~~regulator~~statements. Our shares could still be delisted and prohibited from being traded over-the-counter under the HFCA Act PCAOB determines in the future that it is ~~tasked~~unable ~~with~~to ~~oversight~~fully ofinspect ~~the~~or ~~capital~~investigate ~~markets~~our auditor which has a presence in China. ~~Accordingly~~Furthermore, ~~you~~there ~~should~~is ~~review~~no ~~our~~guarantee ~~SEC~~ that future audit reports, ~~filings~~will ~~and~~be ~~our~~prepared ~~other~~by ~~public~~auditors ~~pronouncements~~that ~~with~~are completely inspected by the ~~understanding~~PCAOB, ~~that~~and, noas ~~local~~such, ~~regulator~~future ~~has~~investors ~~done~~may ~~any~~be ~~review~~deprived of ~~our company~~such inspections, ~~our~~which ~~SEC~~could ~~reports,~~result ~~other~~in ~~filings~~limitations or ~~any~~restrictions ofto our ~~other~~access ~~public~~of ~~pronouncements~~the U.S. capital markets.

18On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, which, among other things, amended the HFCA Act to reduce from three years to two years the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Securities and Exchange Commission must impose an initial trading prohibition on the issuer’s securities.

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Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the Company’s listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities, Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company, and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Our public offering will be relatively small and the insiders of our Company will hold a large portion of the Company’s listed securities. Nasdaq might apply the additional and more stringent criteria for our initial and continued listing, which might cause delay or even denial of our listing application.

There is no firm commitment for this offering.

This offering is being made on a “best efforts” rather than a firm commitment basis. No commitment exists by the underwriter or anyone else to purchase all or any part of the shares of common stock being offered pursuant to this prospectus. There can be no assurances that any shares of common stock offered hereby will be sold. In addition, there is an increased risk to investors who participate in the offering if less than the maximum offering is raised, since the remainder of the funds may not be forthcoming and our inability to raise the maximum offering may jeopardize our ability to execute our business plan.

It is not possible to predict the extent, liquidity and duration of any public trading market for our securities.

The trading market for our securities was previously sporadic and subject to fluctuations in the over-the-counter market. We have applied to list our securities on the Nasdaq Capital Market, which is a condition to completing this offering. There can be no assurance that an active market for the common stock will develop, or if one should develop, there is no assurance that it will be sustained. This could severely limit the liquidity of our shares of common stock and have a material adverse effect on the market price of Oranco’s common stock and on our ability to raise additional capital.

The ability of any such market to provide liquidity for the holders of such shares and to establish a reasonable and rational pricing mechanism, will likely depend on many variables. These may include both Chinese and general economic conditions, public evaluation of our business model, our revenues, earnings and growth potential, the reputation of our management, the impact of competition and regulation, and the like.

Limitation of liability and indemnification of officers and directors could adversely impact investors’ ability to bring claims against them.

Our officers and directors are required to exercise good faith and high integrity in the management of our affairs. Our amended and restated articles of incorporation (“Articles of Incorporation”) provide, however, that our officers and directors shall have no personal liability to us or Oranco’s stockholders for damages for any breach of duty owed to us or Oranco’s stockholders, unless they breached their duty of loyalty, did not act in good faith, knowingly violated a law, or received an improper personal benefit. Our Articles of Incorporation and our bylaws, as amended, (“Bylaws”), provide for the indemnification by us of our officers and directors against any losses or liabilities they may incur by reason of their serving in such capacities, provided that they do not breach their duty of loyalty, act in good faith, do not knowingly violate a law, and do not receive an improper personal benefit. Additionally, we have entered into employment agreements with our officers, which specify the indemnification provisions provided by the Bylaws and provide, among other things, that to the fullest extent permitted by applicable law, the Company will indemnify such officer against any and all losses, expenses and liabilities arising out of such officer’s service as an officer of the Company.

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Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The resale of shares of Oranco’s common stock could adversely affect the market price of Oranco’s common stock and our ability to raise additional equity capital.

As of March 20, 2023, there were 41,948,748 shares of common stock issued and outstanding. Of the outstanding shares of common stock, approximately 32,207,945 shares will be subject to lock-up agreements described below.

If Oranco’s stockholders sell substantial amounts of Oranco’s common stock in the public market, including shares issuable upon the effectiveness of a registration statement, upon the expiration of any statutory holding period under Rule 144, any lock-up agreement or shares issued upon the exercise of outstanding options, warrants or restricted stock awards, it could create a circumstance commonly referred to as an “overhang” and, in anticipation of which, the market price of our shares of common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

In general, commencing ninety (90) days after the effective date of this prospectus, a non-affiliated person who has held restricted shares for a period of six months, under Rule 144, may sell into the market our shares of common stock all of their shares, subject to the Company being current in its periodic reports filed with the SEC. An affiliate may sell an amount equal to the greater of 1% of the then issued and outstanding shares, or the average weekly number of shares sold on the Nasdaq Capital Market in the last four weeks prior to such sale. Such sales may be repeated once every three months, and any of the restricted shares may be sold by a non-affiliate without any restrictions after they have been held one year.

Oranco’s bylaws and Nevada law may discourage, delay or prevent a change of control of our company or changes in our management, which could have the result of depressing the trading price of Oranco’s common stock.

Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could benefit Oranco’s stockholders. Nevada’s “combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination, or the transaction by which such person becomes an “interested stockholder”, in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. We did not make such an election in our original articles of incorporation and have not amended our articles of incorporation to so elect. Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 through 78.3793, inclusive, contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any

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person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. Our bylaws provide that these statutes do not apply to us or any acquisition of Oranco’s common stock. Absent such provision in our bylaws, these laws would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on Oranco’s stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. Various provisions of our bylaws may delay, defer or prevent a tender offer or takeover attempt of us that a stockholder might consider in his or her best interest. Our bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least a majority of our outstanding shares of capital stock entitled to vote for the election of directors, and except as provided by Nevada law, our board of directors shall have the power to adopt, amend or repeal the bylaws by a vote of not less than a majority of our directors. The interests of these stockholders and directors may not be consistent with your interests, and they may make changes to the bylaws that are not in line with your concerns.

Nevada law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best interests of, the corporation. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of Oranco’s common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for Oranco’s common stock in an acquisition.

We may become subject to “penny stock” rules, which could damage our reputation and the ability of investors to sell their shares.

In the event that our securities fail to maintain their listing on Nasdaq, stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include: control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and ales and false and misleading press releases; “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Furthermore, the penny stock designation may adversely affect the development of any public market for our shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in penny stock is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars ($5.00) per share; (ii) that are not traded on a “recognized” national exchange; and (iii) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in Oranco’s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be penny stock. Rule 15g-9 of the SEC requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

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This procedure requires the broker-dealer to (i) obtain from the investor information concerning his financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company’s stockholders to resell their shares to third parties or to otherwise dispose of them.

We do not anticipate paying cash dividends on Oranco’s common stock, and accordingly, stockholders must rely on stock appreciation for any return on their investment.

We have not declared or paid any cash dividends on Oranco’s common stock and do not currently intend to do so for the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Therefore, the success of an investment in shares of Oranco’s common stock will depend upon any future appreciation in their value. There is no guarantee that shares of Oranco’s common stock will appreciate in value or even maintain the price at which Oranco’s stockholders have purchased their shares.

Our compliance with the Sarbanes-Oxley Act of 2002 and other federal securities law reporting requirements are expensive and could distract management’s attention from our business affairs.

As a public reporting company, we will be subject to the Sarbanes-Oxley Act of 2002, as well as the information and reporting requirements of the Exchange Act and other federal securities laws. The costs of compliance with the Sarbanes-Oxley Act of 2002 and of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, and furnishing audited reports to stockholders, are significant and may increase in the future. Our securities registration with the SEC was revoked in February 2022, as a result of our failure to file with the SEC required periodic reports since the filing of its Form 10-K in September 2020. Mr. Peng Yang was serving as the Chief Executive Officer and sole director of Oranco when Oranco failed to file the periodic reports. Our securities will be registered with the SEC. However, there can be no assurance we will be able to report on a timely basis in the future. Any subsequent revocation will be expected to have an adverse effect on the market price of our securities. Moreover, compliance with the complex laws, rules and regulations applicable to public companies could distract our management’s attention from our business affairs, which could have an adverse impact on our results of operations.

Failure to build our finance infrastructure and improve our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

As a public company, we will operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal controls over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. Commencing with our fiscal year ending June 30, 2023, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act.

Prior to this offering, we have never been required to test our internal controls within a specified period. However, our management had evaluated the effectiveness of our internal controls in a management report for the period ended June 30, 2020.

Prior to the revocation of Oranco’s securities registration with the SEC in February 2022, the effectiveness of the Company’s group-wide internal control over financial reporting was negatively impacted by COVID-19 imposed restrictions. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Oranco’s Chief Executive Officer and Chief Financial Officer concluded that

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the Company’s internal controls over financial reporting and disclosure were not effective as of June 30, 2020 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information was accumulated and communicated to Oranco’s management, as appropriate, to allow timely decisions regarding required disclosure. The principal bases for this conclusion are that Oranco had only one (1) director, and no operating audit committee. As a result, Oranco’s board lacked the segregation of duties within its financial functions, failed to engage sufficient resources regarding Oranco’s accounting and reporting obligations, and there was no formal procedure approving or recording the related party transactions.

The internal controls over financial reporting and disclosure were not effective for the year ended June 30, 2020 partially due to the outbreak of COVID-19 pandemic. Governmental measures in response to COVID-19, such as travel bans and lock downs, caused severe delays and disruption in the Company’s financial reporting and procedures. The Company was not able to produce relevant financial documents in a timely manner, which resulted in delays to the response to its auditor’s request, to assist the auditor to conduct on-site audit or to communicate any issues or problems to the Company’s management effectively. There was insufficient time for the Company’s management team to prepare for the disruptions caused by COVID-19 outbreak in terms of the Company’s financial reporting procedures.

In the past two years, we have initiated remediation efforts focused on continuing to make efforts to strengthen our internal control over financial reporting and to specifically address the control deficiencies that led to our material weakness. These efforts include the following:

• Implemented an internal review process over financial reporting to continue to improve our ongoing review and supervision of our internal control over financial reporting;

• Establishment of additional internal control procedures over financial reporting;

• An ongoing initiative and training in the Company to ensure the importance of internal controls and compliance with the established policies and procedures are fully understood throughout the organization, and we plan to provide continuous U.S. GAAP knowledge training to relevant employees involved to ensure the performance of and the compliance with those procedures and policies;

• Reorganized the Company’s finance function and established an internal control department since early 2022;

• Employment of several new experienced staff with relevant experience to review and monitor the internal control policies and procedures in 2022.

In addition, upon the closing of this offering, Oranco will have a five-member board of directors, of which three (3) are independent directors. The board will also have an audit committee, a compensation committee, and a nominating and corporate governance committee, all comprised of independent directors.

As the COVID-19 emergency then eased and due to the remediation measures described above, the material weakness in internal controls that caused the delay in the Company’s financial reporting has been addressed since 2022.

We anticipate that the process of building our accounting and financial functions and infrastructure will continue to require significant additional professional fees, internal costs and management efforts. As a public company, we will be required to maintain adequate internal control over financial reporting and to report any material weakness in our internal control over financial reporting. SEC Regulation S-K requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on internal control over financial reporting. Regulation S-K also requires that our management report on internal control over financial reporting be attested to by our independent registered public accounting firm, to the extent we are no longer an emerging growth company. Our independent registered public accounting firm is not required to attest to our management report on internal control over financial reporting while we are an emerging growth company.

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A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. Any current or future evaluation of effectiveness is subject to subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

The trading price of our common stock may continue to be volatile, which could lead to losses by investors and costly securities litigation.

There has been no public market for Oranco’s securities since February 2022. The public offering price of Oranco’s securities will be determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our common stock following this offering. In addition, the volatility of the trading price of Oranco’s securities, including any stock-run up, could be in response to various factors, some of which may be unrelated to our actual or expected operating performance and financial conditions or prospects, and are beyond our control, making it difficult for prospective investors to assess the rapidly changing value of your stock. These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our common stock include the risk factors set forth in this section as well as the following:

• price and volume fluctuations in the overall stock market from time to time;

• volatility in the trading prices and trading volumes of small-cap stocks;

• changes in operating performance and stock market valuations of other small-cap companies generally, or those in our industry in particular;

• actual or anticipated variations in our operating results;

• announcements of new products or developments by us or our competitors;

• regulatory actions regarding our products;

• announcements by us or our competitors of significant results of operations;

• additions or departures of key personnel;

• continuing slowdown in the Chinese economy and/or adverse changes in economic and political policies of the PRC government;

• sales of Oranco’s common stock or other securities in the open market; and

• other events or factors, many of which are beyond our control.

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company.

Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and resources, which could harm our business and financial condition.

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Certain recent initial public offerings of companies with public floats comparable to Oranco’s anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Oranco may experience similar volatility, which may make it difficult for prospective investors to assess the value of its shares of common stock.

In addition to the risks addressed above in the preceding risk factor, Oranco’s common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Upon the consummation of this offering, Oranco will have a relatively small public float due to the relatively small size of this offering, the ownership percentage of its executive officers and directors, and greater than 5% shareholders. As a result of its small public float, Oranco’s shares of common stock may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. The rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of Oranco’s common stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. In addition, you may experience losses, which may be material, if the price of Oranco’s common stock declines after this offering or if you purchase Oranco’s common stock prior to any price decline.

Oranco’s Chief Executive Officer will continue to have substantial control over Oranco, which could delay or prevent a change in corporate control or result in the entrenchment of management or Oranco’s Board of Directors.

After completion of this offering, Mr. Peng Yang, Oranco’s Chief Executive Officer, will continue to hold up to [ ]% of Oranco’s shares of common stock based on an assumed offering price of $[ ] per share and Oranco expects to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Mr. Peng Yang may have the ability to influence the outcome of matters submitted to Oranco’s stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of Oranco’s assets. Mr. Yang and his affiliates may have the ability to influence the management and affairs of the Oranco in the foreseeable future. The foregoing could have the effect of:

• delaying, deferring or preventing a change in control;

• entrenching or changing our management or Oranco’s Board of Directors;

• impeding a merger, consolidation, takeover or other potential transaction affecting our business or the control of Oranco.

The financial and operational projections that we may make from time to time are subject to inherent risks.

The projections that our management may provide from time to time (including, but not limited to, financial or operational matters) reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There will be differences between actual and projected results, and actual results may be materially different from those contained in the projections. The inclusion of the projections in (or incorporated by reference in) this prospectus should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such.

If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments.

If we were to dissolve as a corporation, as part of ceasing to do business or otherwise, we may be required to pay all amounts owed to any creditors and/or preferred stockholders before distributing any assets to the investors and/or preferred stockholders. There is a risk that in the event of such a dissolution, there will be insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our other investors, in which case investors could lose their entire investment.

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An investment in our Company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our Company or your investment.

Our prior financings, as well as an investment in our Company generally, involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any state or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warranties regarding such matters.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding Oranco’s common stock adversely, the price of Oranco’s common stock and trading volume could decline.

The trading market for Oranco’s common stock may be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding Oranco’s common stock adversely, or provide more favorable relative recommendations about our competitors, the price of Oranco’s common stock would likely decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of Oranco’s common stock or trading volume to decline.

In making your investment decision, you should understand that we have not authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverage regarding our company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. We have not authorized any other party to provide you with information concerning us or this offering, and you should not rely on this information in making an investment decision.

Risks Relating to Capital Structure

Applicable regulatory requirements may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of Oranco’s common stock.

We may be unable to attract and retain those qualified officers, directors and members of Board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for Board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of common stock on the Nasdaq Capital Market or any other stock exchange could be adversely affected.

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Provisions of our Articles of Incorporation, Bylaws, and Nevada law may make an acquisition of us or a change in our management more difficult.

Certain provisions of our Articles of Incorporation and Bylaws that are in effect could discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of common stock. These provisions also could limit the price that investors might be willing to pay in the future for shares of Oranco’s common stock. Stockholders who wish to participate in these transactions may not have the opportunity to do so.

Furthermore, these provisions could prevent or frustrate attempts by Oranco’s stockholders to replace or remove our management. These provisions:

• allow the authorized number of directors to be changed only by resolution of our Board of Directors;

• authorize our Board of Directors to issue without stockholder approval blank check preferred stock that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our Board of Directors;

• establish advance notice requirements for stockholder nominations to our Board of Directors or for stockholder proposals that can be acted on at stockholder meetings;

• authorize the Board of Directors to amend the By-laws;

• limit who may call stockholder meetings; and

• require the approval of the holders of a majority of the outstanding shares of our capital stock entitled to vote in order to amend certain provisions of our Articles of Incorporation.

Section 78.438 of the Nevada Revised Statutes (“NRS”) prohibits a publicly held Nevada corporation from engaging in a business combination with an interested stockholder, generally a person that together with its affiliates owns or within the last two years has owned 10% of voting stock, for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner, or falls within certain exemptions under the NRS. As a result of these provisions in our charter documents under Nevada law, the price investors may be willing to pay in the future for shares of Oranco’s common stock may be limited.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward -looking statements that involve risks and uncertainties, principally in the sections entitled “~~Description of~~ Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward -looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

1946

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ENFORCEABILITY OF CIVIL LIABILITIES

Oranco, Inc. is a company incorporated under the laws of the State of Nevada. As a holding company with no material operations of its own, Oranco conducts substantially all of its operations through its subsidiaries in the People’s Republic of China.

Mr. Peng Yang, Oranco’s Chief Executive Officer and Chairman of the Board, resides in the U.S. Tat Fai (Eric) Chung, Oranco’s director nominee and Chief Financial Officer, and Mei Chi, Oranco’s independent director nominee, are Chinese citizens and reside in China. Cha Hwa (Brandson) Chong, Oranco’s independent director nominee, is Malaysian citizen and resides in Hong Kong. Their residence in China makes it difficult to enforce any judgments obtained from foreign courts against such persons compared to other non-U.S. jurisdictions.

Most of our assets are located in China, and substantially all of our assets are located outside of the United States. In addition, a majority of our senior management reside within China for a significant portion of the time and are PRC nationals. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to bring an action against us or against these individuals in the United States in the event that investors believe that their rights have been infringed under the U.S. federal securities laws or otherwise. Even if investors are successful in bringing an action of this kind, the laws of the United States and of China may render them unable to enforce a judgment against our assets located in China or the assets of our directors and officers who reside in China.

Beijing Zhonglun W&D Taiyuan Law Firm, our counsel with respect to PRC law, has advised us that there is uncertainty as to whether the courts of the PRC would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our PRC counsel, Beijing Zhonglun W&D Taiyuan Law Firm, has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. Additionally, Beijing Zhonglun W&D Taiyuan Law Firm has advised us that there are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

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USE OF PROCEEDS

~~This~~After ~~prospectus~~deducting ~~relates~~the estimated underwriter’s discount and offering expenses payable by us, we expect to ~~shares~~receive net proceeds of ~~our~~ ~~Common~~approximately ~~Stock~~$[______] ~~that~~from ~~may~~this beoffering ~~offered~~if ~~and~~the minimum offering is sold ~~from~~and ~~time~~approximately to$[______] ~~time~~if bythe maximum offering is sold, and assuming the ~~selling~~underwriter’s ~~stockholders~~over-subscription ~~named~~option, ~~herein.~~consisting Weof ~~will~~[______] ~~not~~shares ~~receive~~of ~~any proceeds~~common ~~from~~stock ~~the~~(up ~~sale~~to $[______] of ~~shares~~net byproceeds), is not exercised. If the ~~selling~~underwriter’s ~~stockholders~~over-subscription option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $[ ] million if the maximum offering is sold.

~~DETERMINATION OF~~The ~~OFFERING~~principal ~~PRICE~~purposes of this offering are to increase our capitalization and financial flexibility, create a public market for Oranco’s common stock and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, capital expenditures, improvement of corporate facilities and other general and administrative matters. We may also use a portion of the net proceeds we receive from this offering to acquire complementary businesses, products, services, or technologies. Accordingly, our management will have flexibility in applying the net proceeds from this offering and will have broad discretion over how to use the net proceeds we receive from this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

~~The~~Pending ~~selling~~our ~~stockholders~~application ~~may~~of ~~sell these shares in~~ the ~~over-the-counter~~net ~~market~~proceeds orfrom ~~otherwise~~this offering, atwe ~~market~~plan ~~prices~~to ~~prevailing~~invest atsuch ~~the~~proceeds ~~time~~in ~~of sale~~short-term, ~~at prices related to the prevailing market price~~investment-grade, orinterest-bearing atsecurities ~~negotiated~~and ~~prices~~depository institutions.

~~DESCRIPTION OF SECURITIES TO BE REGISTERED~~48

~~Introduction~~Table of Contents

In the discussion that follows, we have summarized selected provisions of our articles of incorporation relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our articles of incorporation and our bylaws. You should read our articles of incorporation and our bylaws as currently in effect for provisions that may be important to you.

Authorized Capital Stock

Our authorized share capital consists of 500,000,000 shares of Common Stock. As of July 3, 2019, there were 419,487,480 shares of Common Stock issued and outstanding.

Common Stock

As dictated by our articles of incorporation, all shares of Common Stock have equal rights and privileges with respect to (i) one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; (ii) to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefor; and (iii) to participate pro rata in any distribution of assets available for distribution upon liquidation of the Company. Stockholders of the Company have no pre-emptive rights to acquire additional shares of Common Stock or any other securities. The Common Stock is not subject to redemption and carries no subscription or conversion rights. All outstanding shares of Common Stock are fully paid and non-assessable. The articles of incorporation may only be amended by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote. A quorum of outstanding shares for voting on an amendment to the articles of incorporation shall not be met unless 51% or more of the issued and outstanding shares are present at a properly called and noticed meeting of the Stockholders.

In the event of any merger or consolidation with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares of stock, other securities or property (including cash) a general or special shareholder’s meeting should be called for such purpose, wherein all shareholders would be entitled to vote in person or by proxy. In the notice of such a shareholder’s meeting and proxy statement, the Company will provide shareholders complete disclosure documentation concerning a potential acquisition of merger candidate, including financial information about the target and all material terms of the acquisition or merger transaction.

As of July 3, 2019, there were 419,487,480 shares of Common Stock issued and outstanding.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock trades in the OTC Pink marketplace under the symbol “ORNC”. The OTC Pink marketplace is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. An OTC Pink equity security generally includes any equity that is not listed or traded on a national securities exchange.

Price Range of Common Stock

The following table shows, for the periods indicated, the high and low bid prices per share of our Common Stock as reported by the OTC Pink quotation service. These bid prices represent prices quoted by broker-dealers on the OTC Pink quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

Fiscal Year 2019	High Bid		Low Bid
First Quarter	$	0.69	$	0.61
Second Quarter	$	0.69	$	0.69
Third Quarter	$	0.69	$	0.69

Fiscal Year 2018	High Bid		Low Bid
First Quarter	$	0.4	$	0.2
Second Quarter	$	0.61	$	0.45
Third Quarter	$	0.55	$	0.18
Fourth Quarter	$	0.61	$	0.475

Fiscal Year 2017	High Bid		Low Bid
First Quarter	$	0.21	$	0.21
Second Quarter	$	0.21	$	0.21
Third Quarter	$	1	$	0.21
Fourth Quarter	$	0.25	$	0.25

Stockholders of Record

As of July 3, 2019 there were approximately 63 stockholders of record of our Common Stock.

Preferred Stock

The Company does not have any preferred stock, authorized or issued.

Warrants

There are currently no outstanding warrants.

Options

There are currently no outstanding options.

Dividends

The Company has not declared any cash dividends with respect to its Common Stock and does not intend to declared dividends in the foreseeable future. The future dividend policy of the Company cannot be ascertained with any certainty, and until the Company completes any acquisition, reorganization or merger, as to which no assurance may be given, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on its Common Stock.

Securities authorized for issuance under equity compensation plans.

None; not applicable

Purchase of Equity Securities By the Issuer and Affiliated Purchasers.

None.

Transfer Agent and Registrar

Issuer Direct Corporation (formerly known as “Interwest Transfer Company, Inc.”) has been appointed as our transfer agent and registrar for our Common Stock. Its mailing address is 1981 Murray Holladay Road, Suite 100 Salt Lake City, UT 84117 and their phone number is 801-272-9294.

DIVIDEND POLICY

WeOranco ~~plan~~does tonot ~~retain~~intend ~~any~~to ~~earnings~~pay dividends for the foreseeable future ~~for our operations~~. WeThe ~~have~~declaration ~~never paid any dividends on our Common Stock~~ and dopayment ~~not~~of ~~anticipate paying~~ any ~~cash dividends in the foreseeable~~ future. ~~Any future determination to pay cash~~ dividends will be at the sole discretion of ~~our~~the ~~Board~~board of ~~Directors~~ directors of Oranco and will depend onupon, among other things, our earnings, financial condition, ~~operating~~capital ~~results~~requirements, ~~capital~~level ~~requirements~~of ~~and~~indebtedness, ~~such~~contractual restrictions with respect to payment of dividends, and other ~~factors~~considerations asthat ~~our~~the ~~Board~~board of ~~Directors~~ directors of Oranco deems relevant.

~~SELLING STOCKHOLDERS~~49

WeTable ~~are registering for the resale shares~~ of our Common Stock held by the selling stockholders identified below. We are registering the shares to permit the selling stockholders and their pledges, donees, transferees and other successors-in-interest that receive their shares from a selling stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate.Contents

~~The following table presents information as of the date of this prospectus and sets forth:~~CAPITALIZATION

●The ~~the~~following ~~name~~table sets forth our cash and cash equivalents and capitalization as of ~~the~~December ~~selling~~31, ~~stockholders;~~2022:

●• on ~~the~~an ~~number~~actual ~~of shares of our Common Stock that may be offered for resale for the account of the selling stockholder under this prospectus~~basis;

●• on ~~the~~a ~~number~~pro-forma ~~and~~as ~~percentage~~adjusted basis to reflect the sale of shares of ~~our~~common ~~Common~~stock ~~Stock~~by ~~that~~us ~~the~~in ~~selling~~this ~~stockholder~~offering ~~beneficially~~at ~~owned~~an ~~prior~~assumed toinitial ~~the~~public offering ~~for~~price ~~resale~~ of US$[______] per share, after deducting the ~~shares~~underwriter’s ~~under~~discounts ~~this~~and ~~prospectus;~~commissions and estimated offering expenses payable by us, assuming the underwriter does not exercise the over-subscription option.

●Our capitalization following the ~~number~~closing of this offering will depend on the actual initial public offering price and ~~percentage~~other terms of ~~shares~~this ofoffering ~~our~~determined ~~Common~~at ~~Stock~~pricing. toYou beshould ~~beneficially~~read ~~owned~~this byinformation in conjunction with our financial statements and the ~~selling~~related ~~stockholder~~notes ~~after~~appearing at the ~~offering~~end of this prospectus, the ~~resale~~section ~~shares~~of ~~(assuming~~this ~~all~~prospectus titled “Selected Consolidated Financial and Other Data”, “Management’s Discussion and Analysis of ~~the~~Financial ~~offered~~Condition ~~resale~~and ~~shares~~Results ~~are~~of ~~sold~~Operations” byand ~~the~~other ~~selling~~financial ~~stockholders)~~information contained in this prospectus.

~~The~~MAXIMUM ~~73,898,080~~OFFERING ~~shares~~([______] ofSHARES ~~our~~OF ~~Common~~COMMON Stock registered for public resale pursuant to this prospectus and listed under the column “Shares of Common Stock Included in Prospectus” on the table set forth below consist of 73,898,080 shares that were issued in connection with the Share Exchange and held by holders of “restricted” shares under applicable law, in each case as described in the footnotes to the table below.STOCK)

Any or all of the securities listed below may be retained by any of the selling stockholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling stockholders upon termination of this offering. The selling stockholders are not making any representation that any shares covered by this prospectus will be offered for sale. We believe that, based on information provided to us by each of the selling stockholders, the selling stockholders listed in the table have sole voting and investment powers with respect to the securities indicated. As indicated below, certain selling stockholders are broker-dealers or affiliates of broker-dealers.

	As of December 31, 2022
	Actual		Pro Forma As Adjusted(1)
	US$		US$
Cash and cash equivalents	10,405,155

Liabilities	16,517,241
Total Non-Current Liabilities:	11,857,247
Total Current Liabilities:	4,659,994
Stockholders’ Equity:
Fully paid shares	39,139
Shares to be issued	—
Additional paid-in capital(2)	377,538
Retained earnings	18,007,216
Accumulated other comprehensive income	(290,921	)
Total stockholders’ equity	18,132,972

Total capitalization	29,990,219

Name of Selling Stockholders	Shares of Common Stock Included In Prospectus		Shares Beneficially Owned Prior To Offering (1)		Percentage of Shares Before Offering (1)			Shares Beneficially Owned After Offering (2)		Percentage of Shares After Offering (2)
Stephen Zhu		15,261,560		15,261,560		3.9	%		0		0	%
Zhen Huang		15,261,560		15,261,560		3.6	%		0		0	%
Chan Man Kuen		11,245,360		11,245,360		2.9	%		0		0	%
Lam Fung		11,245,360		11,245,360		2.7	%		0		0	%
Lam Man Hung		11,245,360		11,245,360		2.8	%		0		0	%
Wong Ying		9,638,880		9,638,880		2.5	%		0		0	%
Total		73,898,080		73,898,080		18.4	%		0		0	%

MINIMUM OFFERING ([______] SHARES OF COMMON STOCK)

* Represents less than 1% of total outstanding Common Stock.

	As of December 31, 2022
	Actual		Pro Forma As Adjusted(1)
	US$		US$
Cash and cash equivalents	10,405,155

Liabilities	16,517,241
Total Non-Current Liabilities:	11,857,247
Total Current Liabilities:	4,659,994
Stockholders’ Equity:
Fully paid shares	39,139
Shares to be issued	—
Additional paid-in capital(2)	377,538
Retained earnings	18,007,216
Accumulated other comprehensive income	(290,921	)
Total stockholders’ equity	18,132,972

(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our Common Stock, or convertible or exercisable into shares of our Common Stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The percentage of beneficial ownership is based on 419,487,480 shares of Common Stock outstanding as of the date of this prospectus.____________

(21) Gives ~~Assumes~~effect ~~that~~to ~~all~~the ~~securities~~sale ~~registered~~of ~~will~~the beminimum ~~sold~~offering and the maximum offering, as applicable, at an assumed public offering price of $[___] per share and to reflect the application of the proceeds after deducting our estimated offering expenses.

2250

~~PLAN~~Table OFof ~~DISTRIBUTION~~Contents

~~The~~(2) Pro ~~selling~~forma ~~stockholders~~as ~~and~~adjusted ~~any~~for ofadditional ~~their respective~~paid-in ~~pledgees~~capital reflects the net proceeds we expect to receive, ~~donees~~after deducting the underwriter’s discounts and commissions, ~~assignees~~underwriter’s non-accountable expense allowance and other ~~successors-in-interest~~expenses. ~~may~~In a maximum offering, ~~from~~we ~~time~~expect to ~~time~~receive net proceeds of approximately $[______] ($[______] offering, ~~sell~~less ~~any~~underwriting orfee ~~all~~of $[______], non-accountable expenses of ~~their~~$[______] ~~shares~~ and other offering expenses of ~~Common~~approximately ~~Stock~~$[______]). onIn ~~any~~a ~~stock~~minimum ~~exchange~~offering, ~~market~~we orexpect ~~trading~~to ~~facility~~receive onnet ~~which~~proceeds ~~the~~of ~~shares~~approximately ~~are~~$[______] ~~traded~~($[______] oroffering, inless ~~private~~underwriting ~~transactions.~~fee ~~These sales~~of ~~may~~$[______] beand atnon-accountable ~~fixed~~expenses orof ~~negotiated~~$[______] ~~prices.~~and ~~The~~other ~~selling~~offering ~~stockholders~~expenses ~~may~~of ~~use~~approximately ~~any~~$[______]). ~~one~~For oran ~~more~~itemization of an estimation of the ~~following~~total ~~methods~~offering ~~when~~expenses, ~~selling shares:~~see “Expenses Relating to this Offering” beginning on page [___] of this prospectus.

~~● ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;~~51

●Table ~~block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion~~ of ~~the block as principal;~~Contents

~~● facilitate the transaction;~~DILUTION

●If ~~purchases~~you byinvest ain ~~broker-dealer~~Oranco’s ascommon ~~principal~~stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and ~~resale~~the pro forma as adjusted net tangible book value per share of Oranco’s common stock after this offering. Dilution results from the fact that the public offering price per share of common stock is in excess of the net tangible book value per share of common stock. As of December 31, 2022, we had a historical net tangible book value of $18,132,972, or $0.4323 per share of common stock. Our net tangible book value per share represents total tangible assets less total liabilities, divided by the ~~broker-dealer~~number ~~for~~of ~~its~~shares ~~account;~~of common stock outstanding on December 31, 2022.

●After angiving ~~exchange~~effect ~~distribution~~to the issuance and sale of our shares of common stock offered in ~~accordance~~this ~~with~~offering and the ~~rules~~application of the ~~applicable~~estimated ~~exchange;~~net proceeds of the offering received by us, as described in “Use of Proceeds,” if the minimum offering is sold and based upon an assumed public offering price of $[ ] per share, our post offering pro-forma net tangible book value will be approximately $[ ], or $[ ] per share of common stock. This represents an immediate increase in net tangible book value to our existing stockholders of $[ ] per share and an immediate dilution to new investors in this offering of $[ ] per share. If the maximum offering is sold and based upon an assumed public offering price of $[ ] per share, our post offering pro-forma net tangible book value will be approximately $[ ], or $[ ] per share of common stock. This represents an immediate increase in net tangible book value to our existing stockholders of $[ ] per share and an immediate dilution to new investors in this offering of $[ ] per share.

●The ~~privately-negotiated~~following ~~transactions;~~table illustrates this dilution on a per share of common stock basis assuming the underwriter does not exercise their option to purchase additional shares of common stock:

● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

	Minimum Offering		Maximum Offering
Assumed public offering price per share	$		$
Net tangible book value per share as of December 31, 2022	$	0.4323	$	0.4323
Increase in net tangible book value per share attributable to new investors	$		$
As adjusted net tangible book value per share after this offering	$		$
Dilution per share to new investors	$		$

●If ~~through~~the underwriter exercises their over-subscription option in full, the ~~writing~~net tangible book value per share of ~~options~~Oranco’s oncommon stock after giving effect to this offering would be $[ ] per share, which amount represents an immediate increase in net tangible book value of $[ ] per share to existing stockholders and the ~~shares;~~immediate dilution in net tangible book value per share to new investors in this offering of $[ ] per share.

●The afollowing ~~combination~~table ofpresents ~~any~~the ~~such~~differences ~~methods~~between the number of ~~sale;~~shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors purchasing common stock at the assumed initial offering price of $[ ] per share.

● any other method permitted pursuant to applicable law.

	Shares purchased			Total Consideration
	Number	Percent		Amount		Percent
Existing stockholders	—	—	%	$	—	—	%	$
New investors		%		$		%		$
Total		100	%	$		100	%	$

The ~~selling~~dilution ~~stockholders~~information ~~may~~above ~~also~~is ~~sell shares~~for ~~under~~illustrative ~~Rule~~purposes ~~144~~only. ofOur ~~the~~net ~~Securities~~tangible ~~Act~~book ofvalue ~~1933,~~following ~~as amended (~~the ~~“Securities~~consummation ~~Act”),~~of ~~if available, rather than under~~ this ~~prospectus.~~offering ~~The~~is ~~selling~~subject ~~stockholders~~to ~~shall~~adjustment ~~have~~based on the ~~sole~~actual ~~and~~public ~~absolute~~offering ~~discretion~~price ~~not~~of toour ~~accept~~shares ~~any~~of ~~purchase~~common ~~offer~~stock orand ~~make any~~other ~~sale~~terms of ~~shares~~this ifoffering itdetermined ~~deems the purchase price to be unsatisfactory~~ at ~~any particular time~~pricing.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.52

WeTable ~~are required to pay all fees and expenses incident to the registration~~ of ~~the shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts.~~Contents

~~The~~SELECTED ~~selling~~HISTORICAL ~~stockholders,~~FINANCIAL ~~alternatively, may~~AND ~~sell~~OTHER all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.DATA

The ~~selling~~following ~~stockholders~~table ~~may~~sets ~~pledge~~forth ~~their shares~~selected tohistorical ~~their~~statements ~~brokers~~of ~~under~~ the ~~margin~~comprehensive ~~provisions~~income offor ~~customer agreements. If a selling stockholder defaults on a margin loan,~~ the ~~broker~~years ~~may,~~ended ~~from time to time~~June 30, ~~offer~~2022 and ~~sell~~June 30, ~~the~~2021, ~~pledged shares. The selling stockholders~~ and ~~any~~balance ~~other~~sheets ~~persons~~data ~~participating in~~as ~~the sale or distribution~~ of ~~the shares will be subject to applicable provisions of the Exchange Act~~June 30, ~~and~~2022 ~~the rules~~ and ~~regulations under such act~~June 30, ~~including~~2021, ~~without~~which ~~limitation,~~have ~~Regulation~~been M.derived ~~These~~from ~~provisions~~our ~~may~~audited ~~restrict~~financial ~~certain~~statements ~~activities~~for ~~of,~~those ~~and~~periods; ~~limit the timing of purchases~~ and ~~sales~~statements of ~~any of~~ the ~~shares~~comprehensive ~~by,~~income ~~the~~for ~~selling stockholders or any other such person. In~~ the ~~event~~six ~~that~~months ~~any of~~ended ~~the~~December ~~selling~~31, ~~stockholders~~2022 ~~are~~and ~~deemed~~December an31, ~~affiliated~~2021, ~~purchaser~~and orbalance ~~distribution~~sheets ~~participant~~data ~~within~~as ~~the meaning~~ of ~~Regulation~~December M31, ~~then~~ ~~the~~2022 ~~selling~~and ~~stockholders~~December ~~will not be permitted to engage in short sales of Common Stock. Furthermore~~31, ~~under Regulation M~~2021, ~~persons~~ ~~engaged~~which inhave abeen ~~distribution~~derived ~~of securities are prohibited~~ from ~~simultaneously~~our ~~engaging~~unaudited infinancial ~~market~~statements ~~making~~for ~~and~~those ~~certain~~periods. ~~other activities~~Our ~~with~~historical ~~respect~~results toare ~~such~~not ~~securities~~necessarily ~~for~~indicative ~~a specified period~~ of ~~time prior to~~ the ~~commencement~~results ofthat ~~such~~may ~~distributions,~~be ~~subject to~~expected ~~specified~~in ~~exceptions~~the ~~or exemptions~~future. InYou ~~addition,~~should ifread athis ~~short~~data ~~sale~~together iswith ~~deemed~~our toconsolidated befinancial astatements ~~stabilizing~~and ~~activity,~~related ~~then~~notes ~~the~~as ~~selling~~well ~~stockholders will~~as ~~not~~“Management’s beDiscussion ~~permitted~~and toAnalysis ~~engage in a short sale~~ of ~~our~~Financial ~~Common~~Condition ~~Stock.~~and ~~All~~Results of ~~these~~Operations,” ~~limitations~~appearing ~~may~~elsewhere ~~affect~~in the ~~marketability of the shares~~prospectus.

IfCONSOLIDATED aBALANCE selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the Common Stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.SHEETS

	As of June 30,		As of December 31,
	2022	2021	2022		2021
	(audited)	(audited)	(unaudited)		(unaudited)
	US$	US$	US$		US$
ASSETS
Current assets:
Cash and cash equivalents	8,994,340	20,314,035	10,405,155		11,986,965
Accounts receivable	4,430,883	4,565,305	8,495,143		8,110,334
Other current assets	318,319	112,865	11,722		185,591
Prepayments	7,091,645	4,307,852	4,478,279		5,369,426
Prepaid land lease and other leases	91,023	94,427	88,395		95,672
Inventories	11,046,837	1,916,573	9,651,064		8,008,716
Total current assets	31,973,047	31,311,057	33,129,758		33,756,704
Property and equipment	365,054	411,531	324,435		375,770
Investment	149,296	154,880	144,986		156,922
Prepaid land lease and other leases	1,127,788	1,264,399	1,051,034		1,233,228
Total non-current assets	1,642,138	1,830,810	1,520,455		1,765,920
Total Assets	33,615,185	33,141,867	34,650,213		35,522,624

LIABILITIES
Current liabilities:
Accounts payable	108,561	112,621	99,224		114,106
Accrued expenses and other current liabilities	667,925	885,583	1,030,974		702,378
Contract liabilities	—	57,147	—		—
Amount due to Director	3,322,862	3,033,028	3,317,410		3,336,681
Current tax liabilities	163,976	514,834	212,386		662,496
Total current liabilities	4,263,324	4,603,213	4,659,994		4,815,661
Amount due to Director	12,209,702	12,666,389	11,857,247		12,833,350
Total non-current liabilities	12,209,702	12,666,389	11,857,247		12,833,350
Total liabilities	16,473,026	17,269,602	16,517,241		17,649,011

Stockholders’ equity
Capital Stock
Fully paid shares	39,139	39,139	39,139		39,139
Additional paid-in capital	377,538	377,538	377,538		377,538
Retained earnings	16,570,445	14,656,735	18,007,216		16,437,753
Foreign exchange reserve	155,037	798,853	(290,921	)	1,019,183
Total shareholders’ equity	17,142,159	15,872,265	18,132,972		17,873,613
Total liabilities and shareholders’ equity	33,615,185	33,141,867	34,650,213		35,522,624

~~REGULATIONS~~53

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended June 30,			Six Months Ended December 31,
	2022		2021	2022		2021
	(audited)		(audited)	(unaudited)		(unaudited)
	US$		US$	US$		US$
Revenues	15,945,418		15,191,866	10,143,613		9,352,231
Cost of sales	7,671,428		5,299,465	5,034,397		4,527,589
Selling and distribution expenses	3,768,329		879,083	2,716,614		1,756,233
Administrative expenses	1,224,720		1,442,203	513,574		582,502
Other income	40,775		44,763	13,882		23,214
Income tax expense	1,408,006		2,507,617	456,139		728,103
Net income	1,913,710		5,108,261	1,436,771		1,781,018
Other comprehensive income:
Items that will or may be reclassified to profit or loss
Exchange differences arising from translation of foreign operations	(643,816	)	1,046,451	(445,958	)	220,330
Other comprehensive income, net of tax	(643,816	)	1,046,451	(445,958	)	220,330
Total comprehensive income	1,269,894		6,154,712	990,813		2,001,348
Earnings per share
Basic and diluted earnings per share (cents)	4.56		12.18	3.43		4.25

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition for the fiscal years ended June 30, 2022 and 2021, and the six months ended December 31, 2022 and 2021, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Cautionary Note Regarding Forward-looking Statements” on page 46.

Business Overview

Oranco. was incorporated under the laws of the State of Nevada on June 16, 1977, and became registered with the Securities and Exchange Commission in 2005.

On December 26, 2017, Million Success entered into a purchase agreement with the then largest stockholder of Oranco, Mr. Claudio Gianascio, who owned 90.4% of the total outstanding shares of Oranco, Inc. Pursuant to the terms of the purchase agreement, Mr. Claudio Gianascio sold to Million Success all of his shares of common stock of Oranco, or 38,121,530 shares of the common stock, for $340,000. The share purchase closed on December 29, 2017.

At the closing of the share purchase, Mr. Peng Yang was appointed to serve as sole director, President, Treasurer and Secretary of Oranco, with such appointment effective on January 5, 2018.

On June 29, 2018, Oranco, Inc. completed and closed a share exchange under a share exchange agreement by and among (i) Oranco, Inc.; (ii) Reliant Galaxy International Limited, a British Virgin Islands company with limited liability in which Mr. Peng Yang held a majority of shares; and (iii) the Reliant Sellers. Pursuant to the share exchange agreement, Oranco acquired from the Reliant Sellers all of the issued and outstanding equity interests of Reliant in exchange for 349,296,000 newly-issued shares of common stock of Oranco to the Reliant Sellers. As a result of the share exchange, Reliant became a wholly owned subsidiary of Oranco and Mr. Peng Yang, Oranco’s current Chief Executive Officer, became the controlling stockholder of Oranco.

Prior to the share exchange, Oranco was a “shell company” with no business operations. As a result of the share exchange, Oranco ceased to be a “shell company” and continued the business operations of Reliant and Reliant’s subsidiaries as a publicly traded company under the name “Oranco, Inc.” Our PRC Subsidiaries had begun the business of marketing, selling and distributing Chinese Baijiu prior to the closing of the share exchange.

On February 23, 2022, the Securities and Exchange Commission accepted an offer of settlement submitted by Oranco and revoked the registration of each class of Oranco’s registered securities because Oranco, Inc. had failed to file any periodic reports with the Securities and Exchange Commission since the period ended September 30, 2020. The primary cause of this failure was the severe delays in Oranco’s preparation of its financial reports due to the ongoing COVID-19 pandemic. Mr. Peng Yang was serving as the Chief Executive Officer and sole director of Oranco when Oranco failed to file the periodic reports.

Our PRC Subsidiaries are engaged in the business of marketing, selling and distributing light aromatic flavor Chinese Baijiu with a moderate price range in China since 2013.

Our PRC Subsidiaries’ current business consists of three sectors in China:

• collaboration with Fenjiu Group to sell co-branded Fenjiu Liquor bearing both Fenjiu Group brands and our own brands, and to a lesser extent, Chinese Baijiu bearing Fenjiu Group brand only, which accounted for approximately 0%, 11.7% and 10.0% of our revenue for the six months ended December 31, 2022, fiscal year ended June 30, 2022 and fiscal year ended June 30, 2021, respectively; and

Table of Contents

Impact of COVID-19 on Our Business

We have been actively monitoring the impact of the COVID-19 pandemic on our business. To date, we have not experienced a material financial impact or business disruptions, including with our vendors or third parties, as a result of the COVID-19 pandemic. Such relative stableness is mainly attributable to the positioning of our products — our products are on the economy, not luxury, level, and is therefore less susceptible to fluctuations in demand suffered by products consumed with higher discretion in bad economies. In late 2022, China canceled the “Zero-COVID policy”, after which a large number of the Chinese population was infected by COVID-19 in a short period of time. The business operations of our PRC Subsidiaries and our suppliers suffered material adverse disruptions because of the reduction in manpower and productivity caused by the mass infection in a short period of time. However, our capital resources or overall operations did not suffer significant damage because our PRC Subsidiaries maintained sufficient cash and the mass infection lasted a limited period of time. Additionally, the Chinese New Year, which took place in late January in 2023, boosted the sales of our product, further helping our business’s recovery to the normal. But we cannot, at this time, predict the specific extent, duration or full impact that the COVID-19 pandemic will have on our financial conditions and operations. The extent of the impact of the COVID-19 pandemic on our business and operations remains uncertain and will depend on certain developments, including the duration and spread of the pandemic and its impact on third-party manufacturers, and other third parties with which we do business. To the extent possible, we are conducting business as usual, with necessary or government-advised modifications to employee travel. We will continue to actively monitor the rapidly evolving situation related to COVID-19 pandemic and may take further actions that alter our operations, including those that may be required by federal, state or local authorities, or that we determine are in the best interests of our employees and other third parties with which we do business. If we or any of the third parties with whom we engage were to experience shutdowns or other prolonged business disruptions due to the COVID-19 pandemic, our inability to conduct our business in the manner and on the timelines presently planned could have a material adverse impact on our business, results of operation and financial condition.

Inflationary Pressure on Our Business

Worldwide economies have experienced inflationary pressures. Indicatively, the U.S. consumer price index rose 9.1% in June 2022 compared to the prior year. Although it fell to 7.7% and 7.1% in October and November 2022, respectively, the inflation level remains and is expected to remain at a relatively high level for a certain time. Global inflationary pressures are attributable to causes such as trading pattern disruptions due to the armed conflict in Ukraine, supply chain and transportation problems, as well as added volatility and rising energy, food and commodity prices. The Group, through its PRC Subsidiaries, conduct its business mainly in China. Sales of imported wines used to contribute a small portion of revenue of the Group, but our PRC Subsidiaries stopped importing wines from other countries in 2022. As a result, our business and results of operations are mainly impacted by the inflation rate in China in terms of the increase in staff costs, cost of sales and selling and distribution expenses. Inflation in China is expected to be mild and the inflation rate in 2022 has remained at around 2%. The Group has been actively negotiating the purchase prices of the Chinese Baijiu Liquor with its suppliers on one hand and the sale price with its customers on the other hand with a goal to manage the inflation pressure. If the Group expanded its operations to other countries, the management would reassess the impact of inflation in respective countries on our business.

Results of Operations

Due to the fluctuations in the exchange rate between U.S. Dollar and RMB, the Company believes that presenting its results of operations and financial conditions in both U.S. Dollar and RMB provides a more accurate and complete description of the Group’s business.

Years Ended June 30, 2022 and 2021

Overview

Amounts in USD or US$ are presented and converted from our consolidated balance sheets as of June 30, 2022 and June 30, 2021 at the rate of US$1.00 to RMB 6.6981 and US$1.00 to RMB 6.4566, respectively, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board. Amounts in USD or US$ are presented and converted from our consolidated statements of comprehensive income and consolidated statements of cash flows for the years ended June 30, 2022 and June 30, 2021 at the rate of US$1.00 to RMB 6.4477 and US$1.00 to RMB 6.6217, respectively. No representation is made that the RMB amounts could have been, or could be converted, realized or settled into US$ at such rate or at any other rate.

Table of Contents

The following table summarizes our results of operation for each of the periods presented:

	Year Ended June 30, 2022	Year Ended June 30, 2021	Variance
	US$	US$	US$		%
Revenues	15,945,418	15,191,866	753,552		5.0	%
Cost of sales	7,671,428	5,299,465	2,371,963		44.8	%
Gross profit	8,273,990	9,892,401	(1,618,411	)	(16.4	)%
Selling and distribution expenses	3,768,329	879,083	2,889,246		328.7	%
Administrative expenses	1,224,720	1,442,203	(217,483	)	(15.1	)%
Income from operations	3,280,941	7,571,115	(4,290,174	)	(56.7	)%
Other income	40,775	44,763	(3,988	)	(8.9	)%
Income before income taxes	3,321,716	7,615,878	(4,294,162	)	(56.4	)%
Income taxes	1,408,006	2,507,617	(1,099,611	)	(43.9	)%
Net income	1,913,710	5,108,261	(3,194,551	)	(62.5	)%

Revenues

	Year Ended June 30, 2022			Year Ended June 30, 2021			Variance
	US$	%		US$	%		US$		%
Sales of our own brand Chinese Baijiu products	13,477,137	84.5	%	11,744,273	77.2	%	1,732,864		14.8	%
Sales of Fenjiu Liquor products	1,863,019	11.7	%	1,504,452	10.0	%	358,567		23.8	%
Sales of imported wine products	605,262	3.8	%	1,943,141	12.8	%	(1,337,879	)	(68.9	)%
Total Amount	15,945,418	100.0	%	15,191,866	100.0	%	753,552		5.0	%

For the year ended June 30, 2022, revenue generated from our own brand Chinese Baijiu business was US$13,477,137, representing an increase of US$1,732,864 or 14.8%, as compared to that of US$11,744,273 for the year ended June 30, 2021. For the year ended June 30, 2022, revenue generated from our Fenjiu Liquor business was US$1,863,019, representing an increase of US$358,567 or 23.8%, as compared to that of US$1,504,452 for the year ended June 30, 2021. We launched new advertising campaign to promote our own brand Chinese Baijiu and our Fenjiu Liquor products in the fiscal year ended June 30, 2022. The increase in revenue is mainly contributed by the increase in sales in the Fujian province and some new customers.

For the year ended June 30, 2022, revenue generated from our imported wine business was US$605,262, representing a decrease of US$1,337,879 or 68.9%, as compared to that of US$1,943,141 for the year ended June 30, 2021. We have put less effort on promoting the imported wine products but mainly focused on the local Chinese Baijiu products during the year so that the revenue from imported wine products dropped significantly.

The overall increase in total revenue of US$753,552 or 5.0% was primarily because the increase in revenue from our own brand Chinese Baijiu and our Fenjiu Liquor business outweighs the drop in revenue from imported wine business.

Cost of Sales

	Year Ended June 30, 2022			Year Ended June 30, 2021			Variance
	US$	%		US$	%		US$	%
Sales of our own brand Chinese Baijiu products	6,579,245	85.8	%	4,285,399	80.9	%	2,293,846	53.5	%
Sales of Fenjiu Liquor products	755,529	9.8	%	446,102	8.4	%	309,427	69.4	%
Sales of imported wine products	336,654	4.4	%	567,964	10.7	%

Filing Compare · ORANCO INC