As filed with the Securities and Exchange Commission on June
18, 2019
Registration No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN
BULL LIMITED
(Exact name of registrant as specified
in its charter)
Cayman Islands
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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707 Zhang Yang Road, Sino Life Tower,
F35
Pudong, Shanghai, China 200120
+86 021-61659027
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Erxin Zeng
Chief Executive Officer
707 Zhang Yang Road, Sino Life Tower,
F35
Pudong, Shanghai, China 200120
+86 021-61659027
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor,
New York, NY 10018
+212-530-2208
Approximate date
of commencement of proposed sale to the public:
From time to time after the effective date of the registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
¨
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.
x
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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company
x
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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 OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Primary Offering:
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Ordinary Shares
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-
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-
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-
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Preferred Shares
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-
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-
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-
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Warrants
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-
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-
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-
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Units
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-
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-
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-
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Total for Primary Offering (3)
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$
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50,000,000
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$
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6,060
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Secondary Offering:
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Ordinary Shares (4)
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4,966,395
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$
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3.75
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$
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18,623,982
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$
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2,258
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Total for Primary and Secondary Offerings
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$
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68,623,982
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$
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8,318
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(1)
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We are registering an indeterminate number of ordinary shares,
preferred shares, warrants to purchase ordinary shares and/or preferred shares and/or units, each of which may be offered from
time to time at prices to be determined at the time of any such offering. The aggregate offering price of these securities will
not exceed $50,000,000.
In addition, up to 4,966,395 shares of ordinary
shares may be sold from time to time pursuant to this registration statement by the selling shareholders named herein. Included
among the selling shareholders are certain officers, directors and shareholders who beneficially own 5% or more of our equity
shares. Any securities registered hereunder may be sold separately from, or together in the same offering with, other securities
registered hereunder. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include
such indeterminate number of ordinary shares and preferred shares as may be issuable with respect to the shares being registered
hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security in reliance on Rule 457(o) under the Securities Act of 1933.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
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(4)
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With respect to ordinary shares to be offered by the selling shareholders in the secondary offering, the price
has been estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(g) and (c) under the Securities
Act, based on the average of the high and low prices reported for the ordinary shares as reported on the Nasdaq Capital Market
on June 17, 2019.
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The Registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information
in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may 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.
SUBJECT TO
COMPLETION, DATED June 18, 2019
PROSPECTUS
GOLDEN BULL LIMITED
$50,000,000
Ordinary Shares
,
Preferred Shares,
Warrants,
Units and
Debt Securities
And
4,966,395 Ordinary Shares
We may, from time
to time in one or more offerings, offer and sell up to $50,000,000 in the aggregate of ordinary shares, preferred shares, warrants
to purchase ordinary shares or preferred shares, debt securities or any combination of the foregoing, either individually or as
units comprised of one or more of the other securities.
This prospectus provides
a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more
supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained
in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing
prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities.
This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
This prospectus also covers the resale by the selling shareholders identified in the “Selling Shareholders”
section of this prospectus of up to an aggregate of 4,966,395 shares of our ordinary shares representing shares held by affiliates
of the Company. We will not receive any of the proceeds from the sale of shares of our ordinary shares by the selling shareholders.
Our ordinary shares
are traded on The NASDAQ Capital Market under the symbol “DNJR.” Pursuant to General Instruction I.B.5. of Form F-3,
in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third
of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding
ordinary shares held by non-affiliates remains below $75,000,000. During the 12 calendar months prior to and including the date
of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Investing in our
securities involves a high degree of risk. See “Risk Factors” on page 3 of this prospectus and in the documents incorporated
by reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing prospectus and other
future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for
a discussion of the factors you should consider carefully before deciding to purchase our securities.
We may sell these
securities directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names
of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the
public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither we nor any selling shareholder has authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or incorporated by reference in this prospectus and an accompanying
supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or the accompanying prospectus supplement.
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 date of this prospectus is June 18,
2019.
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the Securities Act
of 1933, as amended, or the Securities Act, using a “shelf” registration process. Under this shelf registration process,
we may from time to time sell ordinary shares, preferred shares or warrants to purchase ordinary shares or preferred shares, debt
securities or any combination of the foregoing, either individually or as units comprised of one or more of the other securities,
in one or more offerings up to a total dollar amount of $50,000,000. We have provided to you in this prospectus a general description
of the securities we may offer. Each time we sell securities under this shelf registration, we will, to the extent required by
law, provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.
To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related
free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus;
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date
– for example, a document filed after the date of this prospectus and incorporated by reference into this prospectus or any
prospectus supplement or any related free writing prospectus – the statement in the document having the later date modifies
or supersedes the earlier statement.
We have not authorized
any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus that we may
authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be
provided to you. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial
condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus
supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As permitted by SEC
rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained
in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its
offices described below under “Where You Can Find More Information.”
Unless the context
otherwise requires, all references in this prospectus to “Golden Bull,” “we,” “us,” “our,”
“the Company” or similar words refer to Golden Bull Limited, together with our subsidiaries.
ABOUT GOLDEN BULL
Overview
We are primarily an
online finance marketplace, or “peer-to-peer” lending company, in China that provides borrowers access to loans. The
loans that we are currently arranging generally range from 30 days to 540 days, and are secured by borrowers’ automobiles.
Through our online marketplace, we connect individual lenders with individual and small business borrowers. We currently conduct
our business operations exclusively in China.
We believe our technology-driven
marketplace provides eligible borrowers with a quick, accessible and affordable way to meet their liquidity needs. Our online marketplace
may be accessed only by qualified borrowers, as discussed below in “Business — Our Platform.” We currently target
borrowers that display stable credit performance and salary income. We implement a risk management process to try to minimize the
risk of nonpayment to lenders. Such process involves a thorough review of credit reports prepared by third parties and may also
include inquiries by us of employers or associates of potential borrowers.
Our marketplace also
provides lenders with risk-adjusted returns that we believe are attractive. The average annualized return for lenders that have
provided loans through our platform in 2018 was 11.01%, compared to a peer-to-peer industry average return rate of 9.81%, based
on the China IRN Report, issued by ChinaIRN.com, an independent research institution in PRC that specializes in industry survey
and research.
From our inception
in November 2015 through December 2018, we facilitated loans in the aggregate principal amount of approximately RMB 2.1 billion
($307.5 million). We generate revenues primarily from transaction fees, which averaged 3.26% and 2.54% of the principal amount
loaned through our platform during the years ended December 31, 2018 and 2017, respectively, and management fees, which averaged 3.59%
and 3.11% of the principal amount loaned through our platform during the years ended December 31, 2018 and 2017, respectively,
each of which is charged to borrowers for our services. Our revenues totaled approximately $7.9 million in 2018 and approximately
$7.0 million in 2017.
We attract borrowers
to our platform through relationships with traditional lending or guarantee institutions. In addition, we attract borrowers through
referrals from existing borrowers and through online sources, including search engine marketing, search engine optimization, mobile
application downloads through major application stores, partnering with online channels through application programming interfaces,
as well as various marketing campaigns. The lending and guarantee institutions we work with are compensated directly by the borrowers,
and not by us or the lenders we introduce.
We have used various
social media and mobile platforms and networks to market our platform to potential lenders. Currently, lenders through our platform
consist of individuals of varying levels of net worth. We conduct a limited background check of individuals that lend money through
our platform.
As an intermediary,
we do not use our own capital to invest in loans facilitated through our marketplace nor do we manage our borrowers and lenders’
account portfolios. We facilitate loans by connecting borrowers and lenders, preparing all necessary paperwork related to borrowers’
applications and assisting with securing collateral. However, we do not take control of funds that pass between such lenders and
borrowers. Instead, payments are made through third party payment systems. Prior to August 2017, we used China PnR for payment
services. On June 15, 2017, Bank of Shanghai started to serve as the exclusive custodian for our lending platform, providing account
management, funds depository, custodian, and account segregation services in connection with funds transfers in loan transactions
facilitated via our platform. For loan transactions facilitated through our platform, the bank sets up separate accounts for borrowers,
lenders and guarantors and withdraws and deposits funds based on instructions generated by our platform. The bank also provides
other ancillary services such as platform user identity verification and account statements preparation. In August 2017, we finished
the transition from the custodian system of China PnR to the custodian system of Bank of Shanghai. In November 2018, we finished
the transition from the custodian system of Bank of Shanghai to the custodian system of Bank of Shangrao. Since then, we have cooperated
only with Bank of Shangrao as our custodian for better compliance, as it was one of the twenty five banks that
passed the test of individual network lending funds depository system, according to a report released by The National
Internet Finance Association of China (NIFA) on September 20, 2018.
We currently facilitate
loans exclusively to borrowers that provide an automobile as security to lenders, and in many instances third-party institutions
provide a guarantee to lenders as additional security. The automobiles that are secured must be owned by the borrower and may not
be encumbered by existing loans. We require that the size of each loan be no more than 70% of the value of the collateral of such
loan. However, since none of the loans facilitated through our platform has defaulted to date, neither our collateralization standards
nor our collection efforts have been tested in practice.
Historically, we structured
many of the loans facilitated through our platform such that representatives of traditional lending or guarantee institutions would
borrow the funds from the lenders on our platform and in turn lend such funds to underlying individual or small company borrowers.
Pursuant to our agreements with these institutions or their representatives, such institutions and the individuals controlling
such institutions committed (i) to borrow from our lenders a target loan amount per month, (ii) to cover all costs incurred in
connection with such institutions’ loans made by the institutions to underlying borrowers, (iii) to secure loans through
security interests in cars of their underlying borrowers and to repay all loans made by our lenders to these institutions or their
representatives. Under our old loan structure, underlying borrowers provided their automobiles as security to the representatives
of financing institutions, including our major borrowers, who in turn borrowed funds through our platform. Such security arrangement
did not directly involve us or our lenders. The financing institutions affiliated with our borrowers guaranteed the repayment of
the respective loans facilitated through our platform.
However, due to limitations
on loan sizes to borrowers set forth in the P2P Measures, we have structured loans such that the underlying individual or small
company borrowers borrow the funds directly from the lenders on our platform. The loan institutions are guarantors of such loans.
All of the loans we facilitated were within the limitations set forth in the P2P Measures. As of December 31, 2018, none of our
borrowers held loans exceeding the limitations set forth in the P2P Measures. We believe that we are in compliance with the P2P
Measures and that our new loan structure should continue to be in compliance with the P2P Measures. Given that the P2P Measures
are new, there is no guarantee that the relevant government authorities will deem our operations to be in full compliance with
the P2P Measures.
During the quarters
ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, approximately 98.5%, 86.3%, 80.5% and 25.0% of the
loans facilitated through our platform were made to borrowers that borrowed through our platform multiple times, respectively.
During the year ended December 31, 2018, the average number of loans per individual borrower was 1.97 and the average number of
loans per small business borrower was 18.38. We do not allow borrowers to borrow through our platform unless their prior loans
facilitated through our platform have previously been paid in full and we do not allow borrowers to repay their existing loans
with new loans facilitated through our platform. Consequently, borrowers must repay loans using funds obtained from other sources
other than our platform. Alternatively, the borrower can provide additional collateral, in which case we would allow the borrower
to borrow 70% of the value of the additional collateral.
We have been searching
for new profit growth opportunities in our upstream and downstream industries, which could bring us potential customer groups for
our loan platform. In April 2018, we established Shanghai Youwang Vehicle Rental Limited (“Shanghai Youwang”), a subsidiary
wholly owned by Dianniu,. Shanghai Youwang currently is in planning stage to enter the car leasing business. Management expects
to begin the car leasing operations in the second half of 2019. The target customer group of Shanghai Youwang will be young users
who have a demand for mid-range vehicles priced around approximately RMB200,000. These target customers could also be potential
customers for our loan platform in the future. Shanghai Youwang plans to start its vehicle leasing business in third- and fourth-tier
cities which have no vehicle license restrictions and have a projected rapidly rising consumer demand in the next 3 to 5 years.
Based on our vehicle procurement contract we signed with the vehicle supplier, the first batch of vehicles shall be delivered to
us beginning in September 2019. We plan to lease our vehicles to customers for a term ranging from a few hours to approximately
3 years at maximum. We are gradually recruiting managers and business personnel with relevant business experience according to
the needs of Shanghai Youwang. As of the date of this report, Shanghai Youwang has not begun any operations.
In October 2018, we
established another subsidiary of Dianniu, Shanghai Xingjiuhao Network Technology Limited (“Shanghai Xingjiuhao” or
“Xingjiuhao”). Xingjiuhao is currently in the planning stage to enter the business for the production and sales for
Internet of Things (“IoT”) technology and technical consulting. As of the date of this report, Xingjiuhao has not begun
any operations.
Corporate Information
Our principal executive
offices are located at 707 Zhang Yang Road, Sino Life Tower, F35, Pudong, Shanghai, China 200120. Our telephone number at this
address is (86) 021-61659027. Our registered office in the Cayman Islands is located at Corporate Filing Services Ltd., 3rd Floor,
Harbour Place, 103 South Church Street, Grand Cayman, KY 1-1002, Cayman Islands. We make available free of charge through our website
our annual report on Form 20-F, current reports on Form 6-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through,
our website is not part of this prospectus or any prospectus supplement.
RISK FACTORS
Investing in our securities
involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” described
in our most recent annual report on
Form 20-F
, filed on April 30, 2019, as supplemented and updated by subsequent current reports
on Form 6-K that we have filed with the SEC, together with all other information contained or incorporated by reference in this
prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection with a specific offering,
before making an investment decision. Each of the risk factors could materially and adversely affect our business, operating results,
financial condition and prospects, as well as the value of an investment in our securities, and the occurrence of any of these
risks might cause you to lose all or part of your investment.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements
of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial
items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed
new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s
beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. The words
“believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,”
“may,” “could,” “should,” “potential,” “likely,” “projects,”
“continue,” “will,” and “would” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our
current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. We cannot guarantee
that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements and you should
not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ
materially from those indicated or implied by forward-looking statements. These important factors include those discussed under
the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus
supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors and the
other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements
whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
USE OF PROCEEDS
Except as described in any prospectus supplement and any free writing prospectus in connection with a
specific offering, we currently intend to use the net proceeds from the sale of the securities offered under this prospectus to
fund the growth of our business, primarily working capital, and for general corporate purposes. We may also use a portion of the
net proceeds to acquire or invest in technologies, products and/or businesses that we believe will enhance the value of our Company,
although we have no current commitments or agreements with respect to any such transactions as of the date of this prospectus.
We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management
will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management
regarding the application of the proceeds of any sale of the securities. If a material part of the net proceeds is to be used to
repay indebtedness, we will set forth the interest rate and maturity of such indebtedness in a prospectus supplement. Pending use
of the net proceeds, we intend to invest the proceeds in investment-grade, interest-bearing securities. In the case of a sale by
the selling shareholders, we will not receive any of the proceeds from such sale.
DILUTION
If required, we will
set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors
purchasing securities in an offering under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF SHARE CAPITAL
We are a Cayman Islands exempted company
and our affairs are governed by our memorandum and articles of association and the Companies Law (2016 Revision) of the Cayman
Islands, which we refer to as the Companies Law below.
Our authorized share capital consists of
50,000,000 ordinary shares, par value $0.01 per share. As of the date of this prospectus, 15,399,185 ordinary shares are outstanding.
Ordinary shares
Dividends.
Subject to
any rights and restrictions of any other class or series of shares, our board of directors may, from time to time, declare dividends
on the shares issued and authorize payment of the dividends out of our lawfully available funds. No dividends shall be declared
by the board out of our company except the following:
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“share premium account,” which represents
the excess of the price paid to our company on issue of its shares over the par or “nominal” value of those shares,
which is similar to the U.S. concept of additional paid in capital.
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However,
no dividend shall bear interest against the Company.
Voting Rights.
The holders
of our ordinary shares are entitled to one vote per share, including the election of directors. Voting at any meeting of shareholders
is by show of hands unless a poll is demanded. On a show of hands every shareholder present in person or by proxy shall have one
vote. On a poll every shareholder entitled to vote (in person or by proxy) shall have one vote for each share for which he
is the holder. A poll may be demanded by the chairman or one or more shareholders present in person or by proxy holding not less
than fifteen percent of the paid up capital of the Company entitled to vote. A quorum required for a meeting of shareholders consists
of shareholders who hold at least one-third of our outstanding shares entitled to vote at the meeting present in person or by proxy.
While not required by our articles of association, a proxy form will accompany any notice of general meeting convened by the directors
to facilitate the ability of shareholders to vote by proxy.
Any ordinary resolution to be made by the
shareholders requires the affirmative vote of a simple majority of the votes of the ordinary shares cast in a general meeting,
while a special resolution requires the affirmative vote of no less than two-thirds of the votes of the ordinary shares cast. Under
Cayman Islands law, some matters, such as amending the memorandum and articles, changing the name or resolving to be registered
by way of continuation in a jurisdiction outside the Cayman Islands, require approval of shareholders by a special resolution.
There are no limitations on non-residents
or foreign shareholders in the memorandum and articles to hold or exercise voting rights on the ordinary shares imposed by foreign
law or by the charter or other constituent document of our company. However, no person will be entitled to vote at any general
meeting or at any separate meeting of the holders of the ordinary shares unless the person is registered as of the record date
for such meeting and unless all calls or other sums presently payable by the person in respect of ordinary shares in the Company
have been paid.
Winding Up; Liquidation.
Upon
the winding up of our company, after the full amount that holders of any issued shares ranking senior to the ordinary shares as
to distribution on liquidation or winding up are entitled to receive has been paid or set aside for payment, the holders of our
ordinary shares are entitled to receive any remaining assets of the Company available for distribution as determined by the liquidator.
The assets received by the holders of our ordinary shares in a liquidation may consist in whole or in part of property, which is
not required to be of the same kind for all shareholders.
Calls on Ordinary Shares and Forfeiture
of Ordinary Shares.
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid
on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment.
Any ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary Shares.
We
may issue shares that are, or at its option or at the option of the holders are, subject to redemption on such terms and in such
manner as it may, before the issue of the shares, determine. Under the Companies Law, shares of a Cayman Islands exempted company
may be redeemed or repurchased out of profits of the company, out of the proceeds of a fresh issue of shares made for that purpose
or out of capital, provided the memorandum and articles authorize this and it has the ability to pay its debts as they come due
in the ordinary course of business.
No Preemptive Rights.
Holders
of ordinary shares will have no preemptive or preferential right to purchase any securities of our company.
Variation of Rights Attaching to Shares.
If
at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise
provided by the terms of issue of the shares of that class) may, subject to the memorandum and articles, be varied or abrogated
with the consent in writing of the holders of three fourths of the issued shares of that class or with the sanction of a special
resolution passed at a general meeting of the holders of the shares of that class.
Anti-Takeover Provisions.
Some
provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our company
or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred
shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares
without any further vote or action by our shareholders.
Exempted Company.
We are an
exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies
and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as
for an ordinary company except that an exempted company:
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does not have to file an annual return of its shareholders
with the Registrar of Companies;
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is not required to open its register of members for
inspection;
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does not have to hold an annual general meeting;
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may issue shares with no par value;
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may obtain an undertaking against the imposition of
any future taxation (such undertakings are usually given for 20 years in the first instance);
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may register by way of continuation in another jurisdiction
and be deregistered in the Cayman Islands;
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may register as a limited duration company; and
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may register as a segregated portfolio company.
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“Limited liability” means that
the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.
Preferred Shares
The Board is empowered to designate and
issue from time to time one or more classes or series of Preferred Shares and to fix and determine the relative rights, preferences,
designations, qualifications, privileges, options, conversion rights, limitations and other special or relative rights of each
such class or series so authorized. Such action could adversely affect the voting power and other rights of the holders of the
Company’s ordinary shares or could have the effect of discouraging or making difficult any attempt by a person or group to
obtain control of the Company.
DESCRIPTION OF WARRANTS
General
We may issue warrants
for the purchase of ordinary shares or preferred shares. Warrants may be offered independently or together with ordinary shares
or preferred shares offered by any prospectus supplement and may be attached to or separate from those securities. While the terms
we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe in particular
the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable
free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.
We will file as an
exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report
that we file with the SEC, the form of warrant and/or warrant agreement, which may include a form of warrant certificate, as applicable,
that describes the terms of the particular series of warrants we may offer before the issuance of the related series of warrants.
We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. The warrant
agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency
or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material provisions
of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions of the
form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to
read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant and/or
the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.
The particular terms
of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies (including composite currencies) in which the price of such warrants may be payable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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the price at which the securities purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants will commence and the date on which such right shall expire;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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the terms of any rights to redeem or call the warrants;
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United States federal income tax consequences of holding or exercising the warrants, if material; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.
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Each warrant will
entitle its holder to purchase the number of ordinary shares or preferred shares of the relevant class or series at the exercise
price set forth in, or calculable as set forth in, the applicable prospectus supplement. The warrants may be exercised as set forth
in the prospectus supplement relating to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement,
warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement
relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become
void.
We will specify the
place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement or warrant
certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as applicable,
properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other office, including
ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon
such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised, a new
warrant or a new warrant certificate, as applicable, will be issued for the remaining amount of warrants. If we so indicate in
the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for
warrants.
Prior to the exercise
of any warrants to purchase ordinary shares or preferred shares of the relevant class or series, holders of the warrants will not
have any of the rights of holders of ordinary shares or preferred shares purchasable upon exercise, including the right to vote
or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the ordinary shares or preferred
shares purchasable upon exercise, if any.
Outstanding Warrants
As of the date of
this prospectus, there were 0 outstanding warrants to purchase ordinary shares.
DESCRIPTION OF UNITS
The following description,
together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms
and provisions of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally
to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail
in the applicable prospectus supplement and any related free writing prospectus. The terms of any units offered under a prospectus
supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that
are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its
effectiveness.
We will file as an
exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report
we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under this prospectus,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements that contain the
terms of the units.
General
We may issue units
comprised of ordinary shares or preferred shares and warrants in any combination. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in
the applicable prospectus supplement the terms of the series of units, including, but not limited to:
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the designation and
terms of the units and of the securities comprising the units, including whether and under what circumstances those securities
may be held or transferred separately;
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any provisions of the
governing unit agreement that differ from those described below; and
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any provisions for the
issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The provisions described
in this section, as well as those described under “Description of Ordinary Shares and Preferred shares” and “Description
of Warrants” will apply to each unit and to any ordinary shares, preferred shares or warrant included in each unit, respectively.
Issuance in Series
We may issue units
in such amounts and in numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
We may enter into
unit agreements with a unit agent. Each unit agent will act solely as our agent under the applicable unit agreement and will not
assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as
unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under
the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or
to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other
unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We, the unit agents
and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by
that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite
any notice to the contrary.
DESCRIPTION
OF DEBT SECURITIES
The following description, together with
the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of
the debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any
future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we
may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we offer under a prospectus
supplement may differ from the terms we describe below. As of the date of this prospectus, we have no outstanding registered debt
securities.
We will issue senior notes under a senior
indenture, which we will enter into with the trustee to be named in the senior indenture. We will issue subordinated notes under
a subordinated indenture, which we will enter into with the trustee to be named in the subordinated indenture. We have filed forms
of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures”
to refer to both the senior indenture and the subordinated indenture.
The indentures will be qualified under
the Trust Indenture Act of 1939. References to the Trust Indenture Act of 1939 include all amendments thereto. We use the term
“debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.
The following summaries of material provisions
of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to,
all the provisions of the indenture applicable to a particular series of debt securities, and all supplements thereto. We urge
you to read the applicable prospectus supplements related to the debt securities that we sell under this prospectus, as well as
the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior
and the subordinated indentures are identical.
General
The terms of each series of debt securities
will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided
in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation
as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. In
addition, the particular terms of each series of debt securities will be described in a prospectus supplement relating to such
series, including any pricing supplement. The prospectus supplement will set forth, among other things:
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the principal amount
being offered, and, if a series, the total amount authorized and the total amount outstanding;
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any limit on the amount
that may be issued;
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whether or not we will
issue the series of debt securities in global form and, if so, the terms and who the depositary will be;
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whether and under what
circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a U.S. person for tax
purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest
rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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the terms of the subordination
of any series of subordinated debt, if applicable;
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the place where payments
will be payable;
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restrictions on transfer,
sale or other assignment, if any;
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our right, if any, to
defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after
which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;
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the date, if any, on
which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which
the debt securities are payable;
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whether the indenture
will restrict our ability and/or the ability of our subsidiaries to, among other things:
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incur additional indebtedness;
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issue additional securities;
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pay dividends and make
distributions in respect of our capital stock and the capital stock of our subsidiaries;
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place restrictions on
our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments or
other restricted payments;
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sell or otherwise dispose
of assets;
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enter into sale-leaseback
transactions;
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engage in transactions
with stockholders and affiliates;
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issue or sell stock
of our subsidiaries; or
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effect a consolidation
or merger;
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whether the indenture
will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;
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information describing
any book-entry features;
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provisions for a sinking
fund purchase or other analogous fund, if any;
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whether the debt securities
are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined
in paragraph (a) of Section 1273 of the Internal Revenue Code;
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the procedures for any
auction and remarketing, if any;
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the denominations in
which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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if other than dollars,
the currency in which the series of debt securities will be denominated; and
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any other specific terms,
preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition
to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those
described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection
with the marketing of the debt securities.
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Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible
into or exchangeable for ordinary shares, preferred shares or other securities of ours or a third party, including the conversion
or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include
provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions
pursuant to which the number of our securities or the securities of a third party that the holders of the series of debt securities
receive upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or
pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example
in the event of our merger or consolidation with another entity.
Consolidation, Merger or Sale
The indentures in the forms initially filed
as exhibits to the registration statement of which this prospectus is a part do not contain any covenant that restricts our ability
to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any
successor of ours or the acquirer of such assets must assume all of our obligations under the indentures and the debt securities.
If the debt securities are convertible
for our other securities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions
for the conversion of the debt securities into securities that the holders of the debt securities would have received if they had
converted the debt securities before the consolidation, merger or sale.
Events of Default Under the Indenture
The following are events of default under
the indentures in the forms initially filed as exhibits to the registration statement with respect to any series of debt securities
that we may issue:
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if we fail to pay interest
when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;
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if we fail to pay the
principal, sinking fund payment or premium, if any, when due and payable and the time for payment has not been extended or delayed;
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if we fail to observe
or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating
to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee
or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events
of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to
debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,
the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series,
by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then
outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The holders of a majority in principal
amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series
and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless
we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures,
if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of
debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee,
with respect to the debt securities of that series, provided that:
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the direction so given
by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties
under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any
series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek
other remedies if:
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the holder has given
written notice to the debenture trustee of a continuing event of default with respect to that series;
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the holders of at least
25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders
have offered reasonable indemnity, to the debenture trustee to institute the proceeding as trustee; and
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the debenture trustee
does not institute the proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding
debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit
instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt
securities.
We will periodically file statements with
the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change
an indenture without the consent of any holders with respect to specific matters, including:
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to fix any ambiguity,
defect or inconsistency in the indenture;
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to comply with the provisions
described above under “
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Consolidation, Merger or Sale”;
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to comply with any requirements
of the SEC in connection with the qualification of any indenture under the Trust Indenture Act of 1939;
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to evidence and provide
for the acceptance of appointment by a successor trustee;
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to provide for uncertificated
debt securities and to make all appropriate changes for such purpose;
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to add to, delete from,
or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization
and delivery of debt securities or any series, as set forth in the indenture;
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to provide for the issuance
of and establish the form and terms and conditions of the debt securities of any series as provided under “
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General”
to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt
securities, or to add to the rights of the holders of any series of debt securities;
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to add to our covenants
such new covenants, restrictions, conditions or provisions for the protection of the holders, to make the occurrence, or the occurrence
and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default,
or to surrender any of our rights or powers under the indenture; or
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to change anything that
does not materially adversely affect the interests of any holder of debt securities of any series.
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In addition, under the indentures, the
rights of holders of a series of debt securities may be changed by us and the debenture trustee with the written consent of the
holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected.
However, we and the debenture trustee may only make the following changes with the consent of each holder of any outstanding debt
securities affected:
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extending the fixed
maturity of the series of debt securities;
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reducing the principal
amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption
of any debt securities; or
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reducing the percentage
of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each indenture provides that we can elect
to be discharged from our obligations with respect to one or more series of debt securities, except that the following obligations,
among others survive until the maturity date or the redemption date:
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register the transfer
or exchange of debt securities of the series;
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replace stolen, lost
or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment
in trust; and
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appoint any successor
trustee;
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and the following obligations survive the
maturity date or the redemption date:
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recover excess money
held by the debenture trustee; and
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compensate and indemnify
the debenture trustee.
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As more fully set forth in the indentures,
in order to exercise our rights to be discharged, we must either deliver for cancellation all securities of a series to the debenture
trustee or must deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any
premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each
series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series
in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with
respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any
book-entry securities.
At the option of the holder, subject to
the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures
and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities
may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office
of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents
for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We will name in a board resolution the
security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in
the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of
payment for the debt securities of each series.
If we elect to redeem the debt securities
of any series, we will not be required to:
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issue, register the
transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or
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register the transfer
of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt
securities we are redeeming in part.
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Information Concerning the Debenture Trustee
The debenture trustee, other than during
the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically
set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture
trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will name in the applicable board resolution
any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent
in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the
debenture trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed
at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder
of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities
will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture
Act of 1939 is applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be
subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.
The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not
limit the amount of indebtedness that we may incur, including senior indebtedness or subordinated indebtedness, and do not limit
us from issuing any other debt, including secured debt or unsecured debt.
SELLING
SHAREHOLDERS
An
aggregate of 4,966,395 ordinary shares may be offered for sale and sold from time to time pursuant to this prospectus by the selling
shareholders and their respective transferees, distributees, pledgees, donees, assignees or other successors. Included among the
selling shareholders will be certain officers, directors and shareholders who beneficially own 5% or more of our equity shares.
We are paying all of the expenses in connection with such registration and the sale of the shares, other than selling commissions
and the fees and expenses of counsel and other advisors to the selling shareholders. Information concerning the selling shareholders
may change from time to time, and any changed information will be set forth if and when required in prospectus supplements or
other appropriate forms permitted to be used by the SEC.
The
following table sets forth, for the selling shareholders to the extent known by us, the number of shares of our ordinary shares
beneficially owned, the number of ordinary shares offered hereby and the number of shares and percentage of outstanding ordinary
to be owned after completion of this offering, assuming all shares offered hereby are sold.
All
of the information contained in the table below is based solely upon information provided to us by the selling shareholders or
otherwise known by us. In addition to the shares offered hereby, the selling shareholders may otherwise beneficially own our ordinary
shares as a result of, among others, open market purchases, which information is not obtainable by us without undue effort and
expense. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose
of, at any time or from time to time since the date on which the information regarding the shares beneficially owned was last
known by us, all or a portion of the shares beneficially owned in transactions exempt from the registration requirements of the
Securities Act.
The number of shares outstanding and the percentages of beneficial ownership are based on 15,399,185 shares
of our ordinary shares issued and outstanding as of June 17, 2019.
For
the purposes of the following table, the number of our ordinary shares beneficially owned has been determined in accordance with
Rule 13d-3 under the Exchange Act, and such information is not necessarily indicative of beneficial ownership for any other purpose.
Under Rule 13d-3, beneficial ownership includes any shares as to which a selling shareholder has sole or shared voting power or
investment power and also any shares that that selling shareholder has the right to acquire within 60 days of the date of this
prospectus through the exercise of any stock option.
Name of Selling Shareholder
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Number of Shares Owned Before Offering
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Number of Shares Being Offered
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Number of Shares Owned After Offering
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Percent of Shares Owned After Offering
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Silver Luck International Holding Group (1)
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2,485,500
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2,335,640
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149,860
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0.97
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%
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Ever Profit Investments Limited (2)
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1,582,000
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1,486,615
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95,385
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0.62
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%
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Star Choice Investments Limited (3)
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624,000
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586,377
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37,623
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0.24
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%
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Qinhui Li (4)
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450,000
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422,868
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27,132
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0.18
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%
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Jinlong Jiang (5)
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90,474
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85,019
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5,455
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0.04
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%
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Bowen Liu (6)
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53,077
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49,877
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3,200
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0.02
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%
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TOTAL
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5,285,051
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4,966,395
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318,656
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2.07
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%
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(1)
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Erxin Zeng holds voting and dispositive power over securities held by Silver Luck International Holding Group. The address of Silver Luck International Holding Group is Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
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(2)
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Bocheng Liu holds voting and dispositive power over securities held by Ever Profit Investments Limited, whose address is Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
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(3)
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Jilong Li holds voting and dispositive power over securities held by Star Choice Investments Limited whose address is Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
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(4)
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The address of the selling shareholder is Room 101, No.5, Building 5, 573 Nong, Dongfang Road, Pudong New District, Shanghai, China.
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(5)
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The address of the selling shareholder is No. 1003, Building 26, Tianjie West Road, Yingtan, Jiangxi, China.
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(6)
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The address of the selling shareholder is Wumashancao, Luohu Village, Shizhen Town, Wannian County, Shangrao, Jiangxi, China.
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PLAN OF DISTRIBUTION
We or the selling shareholders may sell our securities in any one or more of the following ways from time
to time:
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through agents;
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to or through underwriters;
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through brokers or dealers;
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in “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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directly by us or the selling shareholders
to purchasers, including through a specific bidding, auction or other process; or
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through a combination of any of these methods of sale.
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The applicable
prospectus supplement will contain the terms of the transaction, the name or names of any underwriters, dealers, agents and the
respective amounts of securities underwritten or purchased by them, the initial public offering price of the securities, and the
applicable agent’s commission, dealer’s purchase price or underwriter’s discount. Any dealers and agents participating
in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities
may be deemed to be underwriting discounts.
Any initial offering
price, dealer purchase price, discount or commission may be changed from time to time.
The securities may
be distributed from time to time in one or more transactions, at negotiated prices, at a fixed price or fixed prices (that may
be subject to change), at market prices prevailing at the time of sale, at various prices determined at the time of sale or at
prices related to prevailing market prices.
Offers to purchase securities may be solicited directly by us or the selling shareholders or by agents
designated by us or the selling shareholders from time to time. Unless otherwise indicated in the prospectus supplement, any such
agent will use its commercially reasonable efforts to solicit purchases for the period of its appointment or to sell securities
on a continuing basis. Agents may receive compensation in the form of commissions, discounts or concessions from us. Agents may
also receive compensation from the purchasers of the securities for whom they sell as principals. Each particular agent will receive
compensation in amounts negotiated in connection with the sale, which might be in excess of customary commissions. Any such agent
may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities so offered and sold. Accordingly,
any commission, discount or concession received by them and any profit on the resale of the securities purchased by them may be
deemed to be underwriting discounts or commissions under the Securities Act. Neither the selling shareholders nor we have entered
into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities.
As of the date of this prospectus, there are no special selling arrangements between any broker-dealer or other person and us or
the selling shareholders. No period of time has been fixed within which the securities will be offered and sold.
If underwriters are
utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities will be acquired
by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale. Securities
may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or
more underwriters. If any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated in the
applicable prospectus supplement, the obligations of the underwriters are subject to certain conditions precedent, and the underwriters
will be obligated to purchase all such securities if they purchase any of them.
If a dealer is utilized
in the sale of the securities in respect of which this prospectus is delivered, we or the selling shareholders will sell such securities
to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such
dealer at the time of resale. Transactions through brokers or dealers may include block trades in which brokers or dealers will
attempt to sell shares as agent but may position and resell as principal to facilitate the transaction or in cross trades, in which
the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed to be an underwriter, as such
term is defined in the Securities Act, of the securities so offered and sold.
Offers to purchase
securities may be solicited directly by us or the selling shareholders, and the sale thereof may be made by us or the selling shareholders,
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale thereof.
Agents, underwriters
and dealers may be entitled under relevant agreements with us or the selling shareholders to indemnification by us or the selling
shareholders against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments
which such agents, underwriters and dealers may be required to make in respect thereof. The terms and conditions of any indemnification
or contribution will be described in the applicable prospectus supplement.
Underwriters, broker-dealers or agents may receive compensation in the form of commissions, discounts
or concessions from us or the selling shareholders. Underwriters, broker-dealers or agents may also receive compensation from the
purchasers of shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular underwriter,
broker-dealer or agent will be in amounts to be negotiated in connection with transactions involving shares and might be in excess
of customary commissions. In effecting sales, broker-dealers engaged by us or the selling shareholders may arrange for other broker-dealers
to participate in the resales.
Any securities offered
other than ordinary shares and warrants will be a new issue and, other than our ordinary shares, which are listed on The Nasdaq
Capital Market and The Over The Counter Bulletin Board, respectively, will have no established trading market. We may elect to
list any series of securities on an exchange, and in the case of our ordinary shares and warrants, on any additional exchange,
but, unless otherwise specified in the applicable prospectus supplement and/or other offering material, we shall not be obligated
to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters
will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to
the liquidity of, or the trading market for, any of the securities.
Agents, underwriters and dealers may engage in transactions with, or perform services for, us or our subsidiaries
or the selling shareholders in the ordinary course of business.
Any underwriter may
engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover
short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally
sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the
securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any
time. An underwriter may carry out these transactions on The Nasdaq Capital Market, in the over-the-counter market or otherwise.
The place and time
of delivery for securities will be set forth in the accompanying prospectus supplement.
LEGAL MATTERS
Except as otherwise
set forth in the applicable prospectus supplement, certain legal matters in connection with the securities offered pursuant to
this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC to the extent governed by the laws of the State
of New York, and by Harney Westwood & Riegels LLP to the extent governed by the laws of the Cayman Islands. If legal matters
in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers or agents, such
counsel will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The audited financial
statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the years ended December 31, 2018
and December 31, 2017 have been so incorporated in reliance on the reports of Friedman LLP, the Company’s independent registered
public accounting firm, and its authority as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us
to “incorporate by reference” into this prospectus the information we file with the SEC. This means that we can disclose
important information to you by referring you to those documents. Any statement contained in a document incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes
such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We hereby incorporate
by reference into this prospectus the following documents that we have filed with the SEC under the Exchange Act:
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the Company’s
Annual Report on
Form 20-F
for the fiscal year ended December 31, 2018, filed with the SEC on April 30, 2019;
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All documents that
we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 6-K,
or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration statement of which this prospectus
forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and prior
to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from the date of filing of
the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically update and may
replace information previously filed with the SEC. To the extent that any information contained in any Current Report on Form 6-K
or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not
incorporated by reference.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC
rules, this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus
forms a part. Since this prospectus may not contain all of the information that you may find important, you should review the full
text of these documents. If we have filed a contract, agreement or other document as an exhibit to the registration statement of
which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement
or other document is qualified in its entirety by reference to the actual document.
We are subject to
the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we file annual, quarterly
and current reports, proxy statements, and other information with the SEC. You may inspect, read and copy the reports and other
information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an internet website at
www.sec.gov
that contains our filed reports, proxy and information statements, and other information
that we file electronically with the SEC.
GOLDEN
BULL LIMITED
$50,000,000
Ordinary Shares,
Preferred Shares,
Warrants,
Units and
Debt Securities
And
4,966,395 Ordinary Shares
PRELIMINARY
PROSPECTUS
June 18, 2019
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8.
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Indemnification of Directors and Officers
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Our Memorandum and
Articles of Association, the Companies Law (2016 Revision) of the Cayman Islands allow us to indemnify our officers and directors
from certain liabilities. Our Articles of Association provide that every Director and officer for the time being of the Company
or any trustee for the time being acting in relation to the affairs of the Company and their respective heirs, executors, administrators,
personal representatives or successors or assigns shall, in the absence of willful neglect or default, be indemnified by the Company
against, and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all costs, losses,
damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or become liable in
respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee or in any way
in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as a lien
on the property of the Company and have priority as between the Members over all other claims. No such Director, officer or trustee
shall be liable or answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining
in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency
of any security in or upon which any of the monies of the Company shall be invested or for any loss of the monies of the Company
which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom
any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen
in or about the execution of the duties of his respective office or trust or in relation thereto unless the same happens through
his own willful neglect or default.
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To be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in connection with the offering of securities to the extent required for any such offering.
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(a) The undersigned
registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however
, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Provided
,
however
, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the
purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shanghai, China, on June 18,
2019.
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GOLDEN BULL LIMITED
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By:
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/s/ Erxin Zeng
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Name:
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Erxin Zeng
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Title:
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Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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By:
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/s/ Jing Leng
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Name:
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Jing Leng
|
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Title:
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Erxin Zeng his or her
true and lawful attorney in fact and agent with full power of substitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any and all amendments (including post effective amendments) to this registration statement, and
to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney in fact and agent, or his/her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons and in the capacities
and on the dates indicated.
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/ Erxin Zeng
|
|
Chief Executive Officer and Chairman of the Board
|
|
June 18, 2019
|
Erxin Zeng
|
|
|
|
|
|
|
|
|
|
/s/ Jing Leng
|
|
Chief Financial Officer
|
|
June 18, 2019
|
Jing Leng
|
|
|
|
|
|
|
|
|
|
/s/ Xiaohui Liu
|
|
Director
|
|
June 18, 2019
|
Xiaohui Liu
|
|
|
|
|
|
|
|
|
|
/s/ Yanjun Cui
|
|
Independent Director
|
|
June 18, 2019
|
Yanjun Cui
|
|
|
|
|
|
|
|
|
|
/s/ Wei Liang
|
|
Independent Director
|
|
June 18, 2019
|
Wei Liang
|
|
|
|
|
|
|
|
|
|
/s/ Hui Shen
|
|
Independent Director
|
|
June 18, 2019
|
Hui Shen
|
|
|
|
|
II-4
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