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UTime Limited (WTO) F-3Shelf registration (foreign)

Filed: 24 Apr 24, 5:00pm

Exhibit 107

F-3
(Form Type)

UTIME LIMITED

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation or
Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee Rate

Amount of
Registration
Fee

Newly Registered Securities

Fees to be paid

Equity

Ordinary Shares, $0.0001 par value per share

Rule 457(o)

Equity

Preferred Shares

Equity

Debt Securities

Equity

Warrants

Equity

Rights

Equity

Units

$500,000,000

^(1)(2)(3)

0.00014760

73,800.00

Equity

Ordinary Shares, $0.0001 par value per share

Rule 457(c)

373,846,160

⁽¹⁾⁽⁵⁾

0.241

⁽⁴⁾

90,096,924.56

0.00014760

13,298.31

Total Offering Amounts

590,096,924.56

87,098.31

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

87,098.31

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (or the Securities Act), an indeterminate number of additional securities are registered hereunder that may be issued to prevent dilution in connection with a stock split, stock dividend, recapitalization, or similar event or adjustment. In addition, an indeterminate number of common shares are registered hereunder that may be issued upon conversion of or exchange for any other securities.

(2)

There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder.

(3)

Pursuant to Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(4)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended (the “Securities Act”) solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is the average of the high price ($0.25) and low price ($0.232) for the Registrant’s Ordinary Shares as reported on the Nasdaq Capital Market on April 23, 2024.

(5)

As described in greater detail in the prospectus contained in this registration statement, the Ordinary Shares to be offered for resale by selling shareholders include an aggregate of 373,846,160 Ordinary Shares issued to the investors in connection with a private placement transaction entered into on November 15, 2023.

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