ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell our securities described in this prospectus in one or
more offerings up to a total dollar amount of $290,000,000. Each time we offer our securities, we will provide you with a supplement
to this prospectus that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement
may also add, update or change information contained in this prospectus. This prospectus, together with applicable prospectus
supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes all material
information relating to this offering. Please read carefully both this prospectus and any prospectus supplement together with
additional information described below under “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference.”
You
should rely only on the information contained in or incorporated by reference in this prospectus and any applicable prospectus
supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with
different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only
as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities described in
this prospectus. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate
as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may
have changed since those dates. This prospectus may not be used to consummate a sale of our securities unless it is accompanied
by a prospectus supplement.
In
this prospectus, unless we indicate otherwise, “we”, “us”, “our”, “the Company”
and “Luokung” refere to Luokung Technology Corp., as consolidated with its various subsidiaries. References to “ordinary
shares”, “preference shares”, “warrants” and “share capital” refer to the ordinary shares,
preference shares, warrants and share capital, respectively, of Luokung.
Certain
figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
We
have not authorized anyone to provide you with information that is different from that contained in this prospectus, any amendment
or supplement to this prospectus, or in any free writing prospectus we may authorize to be delivered or made available to you.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the
front of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. For investors outside
of the United States: We have not taken any action to permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves
about and to observe any restrictions relating to this offering and the distribution of this prospectus.
In
this prospectus, we have used industry and market data obtained from our own internal estimates and research as well as from industry
publications and research, surveys and studies conducted by third parties. We have compiled, extracted and reproduced industry
and market data from external sources that we believe to be reliable. We caution prospective investors not to place undue reliance
on the above mentioned data. Unless otherwise indicated in the prospectus, the basis for any statements regarding our competitive
position is based on our own assessment and knowledge of the market in which we operate. The industry in which we operate is subject
to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk
Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by
the independent parties and by us.
Solely
for convenience, the trademarks and trade names in this prospectus are referred to without the ® and ™ symbols, but
such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under
applicable law, their rights thereto. The trademarks, trade names and service marks in this prospectus are the property of other
respective owners.
We
are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended,
or the Exchange Act. As a result, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A
under the Exchange Act and transactions in our equity securities by our officers and directors are exempt from Section 16
of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements
as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
BUSINESS
DESCRIPTION
LUOKUNG
TECHNOLOGY CORP.
We
are a holding company and conduct our operations through our wholly-owned subsidiary named LK Technology Ltd., a company incorporated
under the laws of the British Virgin Islands(“LK Technology”), and its wholly-owned subsidiaries, MMB Limited and
its respective subsidiaries, which possess two core brands “Luokuang” and “SuperEngine”. “Luokuang”
is a mobile application to provide Business to Customer (B2C) location-based services and “SuperEngine” provides Business
to Business (B2B) and Business to Government (B2G) services in connection with spatial-temporal big data processing.
We
are a China-based provider of location-based services and mobile application products for long distance travelers in China. Our
primary mobile application, the Luokuang platform, consists of the Luokuang mobile applications, a series of supporting software
at the server end, and rail-Wi-Fi hardware and equipment on the trains that we serve. The LuoKuang platform incorporates technologies
covered by 22 patents and about 34 software copyrights, and serves as a content and service distribution platform that is tailored
for particular travel stages featuring geographic location and social interactions. The content and services distributed by Luokuang
contain information, entertainment, travel, e-commerce, online to offline (“O2O”), advertisement and other marketing
features.
Luokuang
mainly provides personalized and targeted services to long distance travelers in two locations: on the train and at the destination.
Based on the travel environment, the core elements of our users’ needs include staving off boredom on trains and discovering
and exploring new locations upon arrival. The main services contain entertainment services (videos and audio, digital readings,
games specific and tailored to the travel stage) and social services (satisfying the demand for value discovery of unfamiliar
destinations through social interaction among strangers based on locations). As of December 31, 2018, the Luokuang platform featured
about 51 million users.
We
use the most valuable Wi-Fi location—the train Wi-Fi setting—as the entrance of our Luokuang platform and mobile applications.
Passengers typically ride trains for long-distance and inter-provincial travel purposes. The long periods of monotonous journeys
and the cost concerns for roaming traffic fees enable the combination of entertainment content service needs and Wi-Fi access
needs. Our rail-Wi-Fi becomes a valuable and sophisticated Wi-Fi service in this setting—not just Wi-Fi connection service,
but a provider of sophisticated services through a Wi-Fi connection. We do not define ourselves as a train Wi-Fi communication
service operator but as a long-distance travel mobile service and location-based service provider. The rail Wi-Fi is our access
point to a significant pool of users and the entrance to acquiring additional users.
The
recommender services focus on providing targeted push services to users while travelling in unfamiliar cities. Local information
and guidance service are precisely pushed according to individual user’s interest and taste, including restaurants, entertainment,
living styles, local snacks, local products, scenic spots, cultural history and stories. The guidance service is User Generated
Content which is shared and distributed by individual users including travelers, local residents and local businesses.
In
June 2018, China Railway Gecent Technology Co., Ltd. (or “Gecent”) (established jointly by China Railway Investment
Co., Ltd., Geely Holding Group and Tencent Holdings Ltd.) obtained the exclusive right to build and operate on train Wi-Fi for
all the High-speed trains in China. It provides a full-travelling service including on train Wi-Fi, entertainments, news, online
meals order, online specialty retailer and connecting travel. As the pathfinder in on-train Wi-Fi market in China, we have accumulated
great experiences and resources in construction and operation on train Wi-Fi on express trains in China, which enable us to cooperate
with Gecent to provide location-based services through the provision of our map SDKs (Software Development Kit) and APIs (Application-programming
Interface), including services at train stations covering navigation and OTO services, and to provide movie content SDK, movie
copyrights and operating services to the users of Gecent’s mobile application. Through the cooperation with Gecent, we are
able to expand our services to more valuable high-speed train passengers, while the high-speed train Wi-Fi in China will cover
about 3 billion passenger trips till the year of 2020.
Through
the acquisition of Superengine Holding Limited (“Superengine”), we obtained patented technologies in spatial-temporal
big data indexing, storage, transmission and visualization that can support the full vector maps without tile, which can be effectively
applied to HD maps, location-based services, smart cities, intelligent transportation systems, mapping and surveying, remote sensing
and monitoring. We possess fifteen patents and nine patent application rights in U.S., Europe, Japan and China. Our graphics processing
system is a thousand times more efficient than competing technologies in querying, retrieving, transmitting and rendering graphical
information, and allowing TB (Terabyte) sized data to be released in seconds, which enable our customers to obtain real-time operational
intelligence by harnessing the value of their database.
Other
Recent Events
We
are a holding company and conduct our operations through our wholly-owned subsidiary named LK Technology Ltd., a company incorporated
under the laws of the British Virgin Islands(“LK Technology”), and its wholly-owned subsidiaries, MMB Limited and
its respective subsidiaries, which possess two core brands “Luokuang” and “SuperEngine”. “Luokuang”
is a mobile application to provide Business to Customer (B2C) location-based services and “SuperEngine” provides Business
to Business (B2B) and Business to Government (B2G) services in connection with spatial-temporal big data processing. In May 2010,
we consummated an initial public offering of our American Depository Shares, or ADSs, for gross proceeds of $16 million, and our
ADSs were listed on the NASDAQ Capital Market under the ticker symbol “KONE”. On August 17, 2018, we completed the
transactions contemplated by the Asset Exchange Agreement (“AEA”) with C Media Limited (“C Media”) entered
into on January 25, 2018. On August 20, 2018, we changed our name to Luokung Technology Corp., our American Depository Shares
(“ADSs”) were voluntarily delisted from the NASDAQ Capital Market on September 19, 2018 and on January 3, 2019 our
ordinary shares started trading on NASDAQ under the ticker symbol “LKCO”.
On
August 17, 2018, we consummated an asset exchange transaction, pursuant to which we exchanged all issued and outstanding capital
stock in Topsky Info-Tech Holdings Pte Ltd., the parent of Xi’an Softech Co., Ltd, for the issued and outstanding capital
stock of LK Technology (the “Asset Exchange”). In connection with the Asset Exchange, we changed our name on August
20, 2018, and on September 20, 2018, issued to the shareholders of C Media Limited, the former parent of LK Technology, (i) 185,412,599
of our ordinary shares, par value $0.01 per share and (ii) 1,000,000 of our preferred shares. Upon the consummation of the Asset
Exchange, we ceased our previous business operations and became a company focused on the provision of location-based service and
mobile application products for long distance rail travelers in China.
On
August 25, 2018, LK Technology entered into a Stock Purchase Agreement (the “Agreement”) with the shareholders of
Superengine, a limited liability company organized under the laws of the British Virgin Islands, pursuant to which LK Technology
acquired all of the issued and outstanding capital stock of Superengine for an aggregate purchase price of US$60 million (the
“Purchase Price”), which are paid by the issuance of our Ordinary Shares in an amount equal to the quotient of (x)
the Purchase Price divided by (y) the average of the closing prices of the Ordinary Shares on the NASDAQ Capital Market over the
12 months period preceding July 31, 2018. We are a party to the Agreement in connection with the issuance of the Ordinary Shares
and certain other limited purposes.
Corporate
Information
Our
principal executive offices are located at LAB32, SOHO 3Q, No 9, Guanghua Road, Chaoyang District, Beijing, People’s Republic
of China 100020. Our website is
www.luokung.com
. We routinely post important information on our
website. The information contained on our website is not a part of this annual report.
Our
agent for service of process in the United States is Worldwide Stock Transfer, LLC, the current transfer agent of the Company,
with a mailing address of One University Plaza, Suite 505, Hackensack, New Jersey 07601.
RISK
FACTORS
An
investment in our ordinary shares involves risk. Before you invest in ordinary shares issued by us, you should carefully consider
the risks involved. Accordingly, you should carefully consider:
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the
information contained in or incorporated by reference into this prospectus;
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the
risks described in page 3 to page 19 of our Annual Report on Form 20-F, filed on April 24, 2019, for our most recent fiscal
year, which are incorporated by reference into this prospectus; and
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other
risks and other information that may be contained in, or incorporated by reference from, other filings we make with the SEC.
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The
risk factors related to our business contained in or incorporated by reference into this prospectus comprise the material risks
of which we are aware. If any of the events or developments described actually occurs, our business, financial condition or results
of operations would likely suffer.
Going
Concern Note
The
Company’s consolidated financial statements that are incorporated by reference have been prepared on a going concern basis,
which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Company
incurred losses from operations of $10,819,852, $6,871,542 and $12,283,219 for the years ended December 31, 2018, 2017 and 2016,
respectively. As of December 31, 2018, the Company had cash of $1,192,218 and a working capital deficit of $2,195,377. These conditions
indicate the existence of substantial doubt over the Company’s ability to continue as a going concern. In order to alleviate
the substantial doubt, the Company intend to meet the cash requirements for the next 12 months from the issuance date of this
report through a combination of debt and equity financing such as by way of private placements.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections
about our Company and industry and involve risks and uncertainties. All statements other than statements of historical fact in
this prospectus are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the
forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigations Reform Act of 1995.
You
can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results of operations,
business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:
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our
future business development, results of operations and financial condition;
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expected
changes in our net revenues and certain cost or expense items;
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our
ability to attract and retain customers; and
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trends
and competition in the spatial-temporal big-data processing and interactive location-based services market.
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You
should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to this prospectus
completely and with the understanding that our actual future results may be materially different from what we expect. Other sections
of this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we operate
in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all
risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all
of our forward-looking statements by these cautionary statements.
You
should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus
relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by
law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
USE
OF PROCEEDS
Except
as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities
offered by this prospectus for general corporate purposes, which may include working capital, capital expenditures, research and
development expenditures and the acquisitions of new technologies and investments.
CAPITALIZATION
The
following table sets forth our capitalization as of December 31, 2018. You should read this table in conjunction with our consolidated
financial statements and the related notes included in our annual report on Form 20-F for the year ended December 31,
2018, which are incorporated by reference herein.
The
capitalization table does not include pro-forma adjustments for the number of shares which are being registered on the registration
statement of which this prospectus is a part and may be sold under the prospectus, because the full number of shares that may
be sold cannot be specifically determined as it will be based on the market price of an ordinary share from time to time when
puts are made by the Company.
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As of December 31,
2018
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USD$
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Long term borrowings
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244,755
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Shareholders’ equity:
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Preferred Shares ($0.01 par value; 1,000,000 shares authorized, issued and outstanding)
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10,000
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Ordinary Shares ($0.01 par value; 250,000,000 shares authorized; 199,317,558 shares issued and outstanding)
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1,993,176
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Additional paid in capital
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102,125,814
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Accumulated deficit
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(41,863,694
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Accumulated other comprehensive loss
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835,463
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Total Luokung Technology Corp. shareholders’ equity
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63,100,759
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Total equity
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63,100,759
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Total capitalization
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63,345,514
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Plan
of Distribution
The
Securities being offered by this prospectus may be sold:
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to
or through one or more underwriters on a firm commitment or agency basis;
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through
put or call option transactions relating to the securities;
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to
or through dealers, who may act as agents or principals, including a block trade (which
may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent
but may position and resell a portion of the block as principal to facilitate the transaction;
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through
privately negotiated transactions;
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purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account
pursuant to this prospectus;
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directly
to purchasers, including our affiliates, through a specific bidding or auction process,
on a negotiated basis or otherwise; to or through one or more underwriters on a firm
commitment or best efforts basis;
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exchange
distributions and/or secondary distributions;
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
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in
“at-the-market” offerings, within the meaning of Rule 415(a)(4) of the
Securities Act to or through a market maker or into an existing trading market, on an
exchange or otherwise;
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transactions
not involving market makers or established trading markets, including direct sales or
privately negotiated transactions;
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transactions
in options, swaps or other derivatives that may or may not be listed on an exchange or
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through
any other method permitted pursuant to applicable law; or
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through
a combination of any such methods of sale.
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At
any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement,
if required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered
and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions,
concessions and other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed
or paid to dealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of
which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to
the distribution of the securities covered by this prospectus. In order to comply with the securities laws of certain states,
if applicable, the securities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition,
in some states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from registration or qualification requirements is available and is complied with.
The
distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions
on The NASDAQ Capital Market or any other organized market where the securities may be traded. The securities may be sold at a
fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters
or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts,
concessions or commissions to be received from us or from the purchasers of the securities. 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. If any such dealers or agents were deemed to be underwriters, they may be subject
to statutory liabilities under the Securities Act.
Agents
may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement
any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any
agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities
Act, of the securities.
To
the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant
to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant
to a distribution agreement, we will sell any of our listed securities to or through one or more underwriters or agents, which
may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell any of our listed securities
on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement
will provide that any of our listed securities which are sold will be sold at prices related to the then prevailing market prices
for our listed securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be
determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement,
we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our listed
securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this
prospectus.
If
underwriters are used in a sale, 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 a fixed public offering price or at varying prices
determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement
will be executed with the underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular
underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters
and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters
to resell the securities.
If
a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The
dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To
the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We
may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or
others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of
the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms
of any bidding or auction process, if used.
Agents,
underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified
liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required
to make in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification
or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions
with or perform services for us or our subsidiaries.
Any
person participating in the distribution of securities registered under the registration statement that includes this prospectus
will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the applicable
SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any
of our securities by that person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution
of our securities to engage in market-making activities with respect to our securities. These restrictions may affect the marketability
of our securities and the ability of any person or entity to engage in market-making activities with respect to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty
bids and other transactions that stabilize, maintain or otherwise affect the price of the offered securities. These activities
may maintain the price of the offered securities at levels above those that might otherwise prevail in the open market, including
by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below:
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a
stabilizing bid means the placing of any bid, or the effecting of any purchase, for the
purpose of pegging, fixing or maintaining the price of a security.
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a
syndicate covering transaction means the placing of any bid on behalf of the underwriting
syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering.
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a
penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions.
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These
transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted
for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If
so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts
will be subject only to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
In
addition, the securities may be issued upon conversion of or in exchange for debt securities or other securities.
Any
underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered
securities may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for
the offered securities.
Any
securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144
or Regulation S rather than pursuant to this prospectus.
In
connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant
to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection
with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions
in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities
received from us under these arrangements to close out any related open borrowings of securities.
We
may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such
third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities
pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of shares, and may
use securities received from us in settlement of those derivatives to close out any related open borrowings of shares. The third
parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in the applicable
prospectus supplement (or a post-effective amendment).
We
may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this
prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection
with a simultaneous offering of other securities offered by this prospectus or in connection with a simultaneous offering of other
securities offered by this prospectus.
DESCRIPTION
OF SHARE CAPITAL
As
of the date of this prospectus, our memorandum and articles of association authorize the issuance of up to a maximum of 251,000,000
shares, which are designated as (i) 250,000,000 of ordinary shares of which 200,317,558 ordinary shares are issued and outstanding,
and (ii) 1,000,000 preferred shares of which 1,000,000 preferred shares are issued and outstanding, in each case with the rights,
preferences and privileges as set out in the memorandum and articles of association of the Company.
The
following is a summary of the material provisions of our ordinary shares and our memorandum and articles of association.
Ordinary
Shares
All
of our issued and outstanding ordinary shares are fully paid and non-assessable. Holders of our ordinary shares who are non-residents
of the British Virgin Islands may freely hold and vote their shares.
Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), an ordinary share of the Company confers on the holder:
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(a)
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the
right to one vote at a meeting of the members or on any resolution of members;
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(b)
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the
right to an equal share in any distribution paid by the Company; and
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(c)
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the
right to an equal share in the distribution of the surplus assets of the Company on a winding up.
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Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), a preferred share of the Company confers on the holder:
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(a)
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the
right to 399 votes at a meeting of the members or on any resolution of members;
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(b)
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the
right to an equal share in any distribution paid by the Company;
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(c)
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the
right to an equal share in the distribution of the surplus assets of the Company on a winding up;
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(d)
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be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more private transactions,
subject to applicable law; and
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(e)
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be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more public transactions,
subject to applicable law and automatic conversion of such preferred share(s) into ordinary share(s).
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Each
Preferred Share shall be automatically converted at any time after issue and without the payment of any additional sum into an
equal number of fully paid Ordinary Shares upon the conclusion of any transfer by Mr. Xuesong Song to any third party through
one or more Public Transactions.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
The
following includes a description of securities we may offer pursuant to the registration statement of which this prospectus, as
the same may be supplemented, forms a part, does not purport to be complete and is subject to and qualified in its entirety by
our memorandum of association and articles of association and by the applicable provisions of British Virgin Islands law.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $290,000,000 in the aggregate of:
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities;
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warrants
to purchase our securities;
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rights
to purchase our securities; or
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units
comprised of, or other combinations of, the foregoing securities.
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We
may issue the debt securities as exchangeable for or convertible into ordinary shares, preferred shares or other securities. The
preferred shares may also be exchangeable for and/or convertible into ordinary shares of, another series of preferred shares or
other securities. The debt securities, the preferred shares, the ordinary shares and the warrants are collectively referred to
in this prospectus as the “Securities.” When a particular series of securities is offered, a supplement to this prospectus
will be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Ordinary
Shares
As
of the date of this prospectus, our memorandum and articles of association authorize the issuance of up to a maximum of 251,000,000
shares, which are designated as (i) 250,000,000 of ordinary shares of which 200,317,558 ordinary shares are issued and outstanding,
and (ii) 1,000,000 preferred shares of which 1,000,000 preferred shares are issued and outstanding, in each case with the rights,
preferences and privileges as set out in the memorandum and articles of association of the Company.
The
following is a summary of the material provisions of our ordinary shares and our memorandum and articles of association.
All
of our issued and outstanding ordinary shares are fully paid and non-assessable. Holders of our ordinary shares who are non-residents
of the British Virgin Islands may freely hold and vote their shares.
Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), an ordinary share of the Company confers on the holder:
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(a)
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the
right to one vote at a meeting of the members or on any resolution of members;
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(b)
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the
right to an equal share in any distribution paid by the Company; and
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(c)
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the
right to an equal share in the distribution of the surplus assets of the Company on a winding up.
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Preferred
Shares
As
of the date of this prospectus, our memorandum and articles of association authorize the issuance of up to a maximum of 1,000,000
preferred shares of which 1,000,000 preferred shares are issued and outstanding, in each case with the rights, preferences and
privileges as set out in the memorandum and articles of association of the Company. As of the date of this prospectus, no preferred
shares were authorized and not issued and outstanding.
Subject
to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby
on the holders of any other shares), a preferred share which is currently issued and outstanding confers on the holder:
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(a)
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the
right to 399 votes at a meeting of the members or on any resolution of members;
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(b)
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the
right to an equal share in any distribution paid by the Company;
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(c)
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the
right to an equal share in the distribution of the surplus assets of the Company on a winding up;
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(d)
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be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more private transactions,
subject to applicable law; and
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(e)
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be
freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more public transactions,
subject to applicable law and automatic conversion of such preferred share(s) into Ordinary Share(s).
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Each
Preferred Share shall be automatically converted at any time after issue and without the payment of any additional sum into an
equal number of fully paid Ordinary Shares upon the conclusion of any transfer by Mr. Xuesong Song to any third party through
one or more Public Transactions.
Our
board may fix the rights, preferences, privileges and restrictions of authorized but undesignated preferred shares, including:
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dividend
rights and preferences over dividends on our ordinary shares or any series of preferred shares;
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the
dividend rate (and whether dividends are cumulative);
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conversion
rights, if any;
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rights
and terms of redemption (including sinking fund provisions, if any);
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redemption
price and liquidation preferences of any wholly unissued series of any preferred shares and the designation thereof of any
of them; and
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to
increase or decrease the number of shares of any series subsequent to the issue of shares of that series but not below the
number of shares then outstanding.
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You
should refer to the prospectus supplement relating to the series of preferred shares being offered for the specific terms of that
series, including:
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●
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title
of the series and the number of shares in the series;
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the
price at which the preferred shares will be offered;
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the
dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not
dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred shares
being offered will cumulate;
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●
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the
voting rights, if any, of the holders of the preferred shares being offered;
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the
provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred shares being
offered, including any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund
installments;
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●
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the
liquidation preferred per share;
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●
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the
terms and conditions, if applicable, upon which the preferred shares being offered will be convertible into our common stock,
including the conversion price, or the manner of calculating the conversion price, and the conversion period;
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●
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any listing of preferred shares being offered on any securities exchange;
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●
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a
discussion of any material federal income tax considerations applicable to the preferred shares being offered;
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the
relative ranking and preferences of the preferred shares being offered as to dividend rights and rights upon liquidation, dissolution
or the winding up of our affairs;
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●
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any
limitations on the issuance of any class or series of preferred shares ranking senior or equal to the series of preferred shares
being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs; and
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●
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any
additional rights, preferences, qualifications, limitations and restrictions of the series.
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Upon issuance, the preferred
shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may
not require them to pay additional funds.
Any preferred shares terms selected by our board of directors could decrease
the amount of earnings and assets available for distribution to holders of our ordinary shares or adversely affect the rights
and power, including voting rights, of the holders of our ordinary shares without any further vote or action by the shareholders.
The rights of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any
preferred shares that may be issued by us in the future. The issuance of preferred shares could also have the effect of delaying
or preventing a change in control of our company or make removal of management more difficult.
DESCRIPTION
OF WARRANTS
We
may issue and offer warrants under the material terms and conditions described in this prospectus and any accompanying prospectus
supplement. The accompanying prospectus supplement may add, update or change the terms and conditions of the warrants as described
in this prospectus.
We
may issue warrants to purchase our ordinary shares, preferred shares and/or debt securities. Warrants may be issued independently
or together with any securities and may be attached to or separate from those securities. The warrants may be issued under warrant
or subscription agreements to be entered into between us and a bank or trust company, as warrant agent, all of which will be described
in the prospectus supplement relating to the warrants we are offering. The warrant agent will act solely as our agent in connection
with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners
of warrants.
The
particular terms of the warrants, the warrant or subscription agreements relating to the warrants and the warrant certificates
representing the warrants will be described in the applicable prospectus supplement, including, as applicable:
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●
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the
title of such warrants;
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●
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the
aggregate number of such warrants;
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●
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the
price or prices at which such warrants will be issued and exercised;
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●
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the
currency or currencies in which the price of such warrants will be payable;
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●
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the
securities purchasable upon exercise of such warrants;
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●
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the
date on which the right to exercise such warrants shall commence and the date on which
such right shall expire;
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●
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if
applicable, the minimum or maximum amount of such warrants which may be exercised at
any one time;
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●
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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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●
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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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●
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if
applicable, any provisions for cashless exercise of the warrants;
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●
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if
applicable; any exercise limitations with respect to the ownership limitations by the
holder exercising the warrant;
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●
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information
with respect to book-entry procedures, if any;
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●
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any
material United States federal income tax consequences;
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●
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the
anti-dilution provisions of the warrants, if any; and
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●
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any
other terms of such warrants, including terms, procedures and limitations relating to
the exchange and exercise of such warrants.
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Holders
of warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice
as shareholders with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise
any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants.
The
description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified
in its entirety by reference to the applicable warrant agreement and warrant certificate, which will be filed with the SEC if
we offer warrants. For more information on how you can obtain copies of the applicable warrant agreement if we offer warrants,
see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We
urge you to read any applicable prospectus supplement and the applicable warrant agreement and form of warrant certificate in
their entirety.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We
may issue subscription rights to purchase our ordinary shares and/or preferred shares. These subscription rights may be issued
independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving
the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby
arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required
to purchase any securities remaining unsubscribed for after such offering.
The
prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms
relating to the offering, including some or all of the following:
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●
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the
price, if any, for the subscription rights;
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●
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the
exercise price payable for each ordinary share and/or preferred share upon the exercise
of the subscription rights;
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●
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the
number of subscription rights to be issued to each shareholder;
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●
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the
number and terms of the ordinary shares and/or preferred shares which may be purchased
per each subscription right;
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●
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the
extent to which the subscription rights are transferable;
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●
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any
other terms of the subscription rights, including the terms, procedures and limitations
relating to the exchange and exercise of the subscription rights;
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●
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the
date on which the right to exercise the subscription rights shall commence, and the date
on which the subscription rights shall expire;
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●
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the
extent to which the subscription rights may include an over-subscription privilege with
respect to unsubscribed securities; and
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●
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if
applicable, the material terms of any standby underwriting or purchase arrangement which
may be entered into by us in connection with the offering of subscription rights.
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The
description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will
be qualified in its entirety by reference to the applicable subscription right agreement, which will be filed with the SEC if
we offer subscription rights. For more information on how you can obtain copies of the applicable subscription right agreement
if we offer subscription rights, see “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.” We urge you to read the applicable subscription right agreement and any applicable prospectus supplement
in their entirety.
DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities from time to time, in one or more series, as senior, subordinated debt and/or convertible debt. While
the terms we have summarized below will apply generally to any debt securities that 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 offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the
terms of a particular series of debt securities.
We
will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture
will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have filed the
form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures
and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration
statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The
following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety
by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read
the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer
under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
General
The
indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to
the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations
on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture
do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in
our operations, financial condition or transactions involving us.
We
may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at
a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at
a discount, may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of
interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable
to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the
title of the series of debt securities;
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●
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any
limit upon the aggregate principal amount that may be issued;
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●
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the
maturity date or dates;
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●
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the
form of the debt securities of the series;
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●
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured
debt;
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●
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whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt
or any combination thereof, and the terms of any subordination;
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●
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if
the price (expressed as a percentage of the aggregate principal amount thereof) at which
such debt securities will be issued is a price other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof, or if applicable, the portion of the principal amount of such
debt securities that is convertible into another security or the method by which any
such portion shall be determined;
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●
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the
interest rate or rates, which may be fixed or variable, or the method for determining
the rate and 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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●
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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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●
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if
applicable, the date or dates after which, or the period or periods during which, and
the price or prices at which, we may, at our option, redeem the series of debt securities
pursuant to any optional or provisional redemption provisions and the terms of those
redemption provisions;
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●
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the
date or dates, if any, on which, and the price or prices 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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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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any
and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities
and any other terms which may be advisable in connection with the marketing of debt securities
of that series;
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whether
the debt securities of the series shall be issued in whole or in part in the form of
a global security or securities;
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the
terms and conditions, if any, upon which such global security or securities may be exchanged
in whole or in part for other individual securities, and the depositary for such global
security or securities;
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if
applicable, the provisions relating to conversion or exchange of any debt securities
of the series and the terms and conditions upon which such debt securities will be so
convertible or exchangeable, including the conversion or exchange price, as applicable,
or how it will be calculated and may be adjusted, any mandatory or optional (at our option
or the holders’ option) conversion or exchange features, the applicable conversion
or exchange period and the manner of settlement for any conversion or exchange;
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if
other than the full principal amount thereof, the portion of the principal amount of
debt securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof;
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additions
to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant;
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additions
to or changes in the events of default with respect to the securities and any change
in the right of the trustee or the holders to declare the principal, premium, if any,
and interest, if any, with respect to such securities to be due and payable;
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additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance;
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additions
to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions
to or changes in the provisions relating to the modification of the indenture both with
and without the consent of holders of debt securities issued under the indenture;
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars;
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whether
interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made;
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the
terms and conditions, if any, upon which we will pay amounts in addition to the stated
interest, premium, if any and principal amounts of the debt securities of the series
to any holder that is not a “United States person” for federal tax purposes;
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any
restrictions on transfer, sale or assignment of the debt securities of the series; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the
debt securities, any other additions or changes in the provisions of the indenture, and
any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into
or exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange
and 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 shares of our common stock or our other securities that the holders of the series of debt securities receive
would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not
contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our
assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary
of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events
of default under the indenture with respect to any series of debt securities that we may issue:
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if
we fail to pay any installment of interest on any series of debt securities, as and when
the same shall become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by us in accordance
with the terms of any indenture supplemental thereto shall not constitute a default in
the payment of interest for this purpose;
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if
we fail to pay the principal of, or premium, if any, on any series of debt securities
as and when the same shall become due and payable whether at maturity, upon redemption,
by declaration or otherwise, or in any payment required by any sinking or analogous fund
established with respect to such series; provided, however, that a valid extension of
the maturity of such debt securities in accordance with the terms of any indenture supplemental
thereto shall not constitute a default in the payment of principal or premium, if any;
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if
we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt
securities, and our failure continues for 90 days after we receive written notice
of such failure, requiring the same to be remedied and stating that such is a notice
of default thereunder, from the 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 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 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 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 indenture, if an event of default under an indenture shall occur and be continuing, the 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 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 trustee, or exercising any trust or power conferred on the
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, the 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 have the right to institute a proceeding under the indenture or to appoint a
receiver or trustee, or to seek other remedies only if:
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●
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the
holder has given written notice to the trustee of a continuing event of default with
respect to that series;
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●
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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,
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●
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such
holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and
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●
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the
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 trustee regarding our compliance with specified covenants in the indenture.
Modification
of Indenture; Waiver
We
and the trustee may change an indenture without the consent of any holders with respect to specific matters:
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●
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to
cure any ambiguity, defect or inconsistency in the indenture or in the debt securities
of any series;
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●
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to
comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;”
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●
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to
provide for uncertificated debt securities in addition to or in place of certificated
debt securities;
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●
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to
add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt
securities, 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 right or power conferred upon us in the indenture;
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●
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to
add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities,
as set forth in the indenture;
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●
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to
make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect;
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●
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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 above under “Description of Debt Securities—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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●
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to
evidence and provide for the acceptance of appointment under any indenture by a successor
trustee; or
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●
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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.
|
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the 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, unless we provide otherwise in the prospectus supplement applicable to a particular series
of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding
debt securities affected:
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●
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extending
the fixed maturity of any debt securities of any series;
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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 series of any debt securities;
or
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●
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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.
|
Discharge
The
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:
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●
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register
the transfer or exchange of debt securities of the series;
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●
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replace
stolen, lost or mutilated debt securities of the series;
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●
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pay
principal of and premium and interest on any debt securities of the series;
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maintain
paying agencies;
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●
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hold
monies for payment in trust;
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●
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recover
excess money held by the trustee;
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●
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compensate
and indemnify the trustee; and
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●
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appoint
any successor trustee.
|
In
order to exercise our rights to be discharged, we must deposit with the 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 provide otherwise in
the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides 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, a depositary named by us and identified in the applicable prospectus supplement with respect to that series.
To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to
any book entry securities will be set forth in the applicable prospectus supplement.
At
the option of the holder, subject to the terms of the indenture 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 indenture 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 impose 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 the applicable prospectus supplement 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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●
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issue,
register the transfer of, or exchange any debt securities of that series 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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●
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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.
|
Information
Concerning the Trustee
The
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 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 trustee is under no obligation to exercise any of the powers given it by the indenture 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 pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments
by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable
prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with
respect to debt securities of each series. We will name in the applicable prospectus supplement 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 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
indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York,
except to the extent that the Trust Indenture Act is applicable.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus 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.
The
applicable prospectus supplement will describe:
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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
unit agreement under which the units will be issued;
|
|
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●
|
any
provisions for the issuance, payment, settlement, transfer or exchange of the units or
of the securities comprising the units; and
|
|
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●
|
whether
the units will be issued in fully registered or global form.
|
The
applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units
in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by
reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.
For more information on how you can obtain copies of the applicable unit agreement if we offer units, see “Where You Can
Find More Information” and “Incorporation of Certain Information by Reference.” We urge you to read the applicable
unit agreement and any applicable prospectus supplement in their entirety.
TAXATION
The
material U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities offered
by this prospectus will be set forth in the prospectus supplement offering those securities.
EXPENSES
We
are paying all of the expenses of the registration of our ordinary shares under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $136,360 which at the present time include the following categories
of expenses:
|
SEC registration fee
|
|
$
|
35,148
|
|
|
|
|
|
|
|
|
Legal fees and expenses
|
|
$
|
50,000
|
|
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|
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|
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Accounting fees and expenses
|
|
$
|
5,000
|
|
|
|
|
|
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|
Total
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|
$
|
90,148
|
|
In
addition, we anticipate incurring additional expenses in the future in connection with the offering of our ordinary shares pursuant
to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
LEGAL
MATTERS
The
validity of the ordinary shares offered by this prospectus will be passed upon for us by Conyers Dill & Pearman 29
th
Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong.
EXPERTS
The
consolidated financial statements as of December 2018 and 2017 and for the fiscal years ended December 31, 2018, 2017 and 2016
incorporated by reference into this prospectus have been audited by Moore Stephens CPA Limited, an independent registered public
accounting firm, to the extent and for the periods set forth in their report incorporated herein by reference, and are incorporated
by reference in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
Federal
securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file annual,
quarterly and current reports with the SEC. You may read and copy any document we file at the SEC’s public reference rooms,
including those located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on public reference rooms. Our SEC filings are also available to the public from the SEC’s web site at
http://www.sec.gov
.
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the ordinary shares being
offering under this prospectus. This prospectus, which is a part of that registration statement, does not include all the information
contained in the registration statement and its exhibits. For further information with respect to our Company and the ordinary
shares, you should consult the registration statement and its exhibits. Statements contained in this prospectus concerning the
provisions of any documents are summaries of those documents, and we refer you to the document filed with the SEC for more information.
The registration statement and any of its amendments, including exhibits filed as a part of the registration statement or an amendment
to the registration statement are available for inspection and copying as described above.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” certain information we file with them in this prospectus. This means that
we can disclose important information to you by referring you to the other information we have filed with the SEC. The information
that we incorporate by reference is considered to be part of this prospectus. Information that we file later with the SEC will
automatically update and supersede this information. Further, all filings we make under the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference into this prospectus. The following documents filed by us with
the SEC and any future filings under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made prior to the termination of this
offering are incorporated by reference:
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●
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our
Annual Report on
Form 20-F
for the fiscal year ended December 31, 2018, filed on April 24, 2019;
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●
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the
description of the ordinary shares contained in our Registration Statement on
Form 8-A
, filed on May 7, 2010 (SEC File No.
001-34738), and any other amendment or report filed for the purpose of updating such description.
|
This
prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated
by reference in this prospectus. Reports we file with the SEC after the date of this prospectus may also contain information that
updates, modifies or is contrary to information in this prospectus or in documents incorporated by reference in this prospectus.
Investors should review these reports as they may disclose a change in our business, prospectus, financial condition or other
affairs after the date of this prospectus.
We
will also provide paper copies of our filings free of charge upon written or oral request. You can request a free copy of the
above filings or any filings subsequently incorporated by reference into this prospectus by writing or calling us at:
|
|
Luokung
Technology Corp.
|
|
|
Attention:
Investor Relations
|
|
|
LAB
32, SOHO 3Q, No 9, Guanghua Road
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Chaoyang
District, Beijing
|
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|
People’s
Republic of China, 100020
(tel.) (86) 10-85866721
|
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands
company, such as:
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political
and economic stability;
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●
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an
effective judicial system;
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●
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a
favorable tax system;
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●
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the
absence of exchange control or currency restrictions; and
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the
availability of professional and support services
|
However,
certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include:
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●
|
the
British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly
less protection to investors; and
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●
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British
Virgin Islands companies may not have standing to sue before the federal courts of the United States.
|
Article
157 of our articles of association requires that differences arising between the Company and any member in respect of the true
intent and construction or the incidence or consequences of articles of association or the BVI Business Companies Act, touching
anything done or executed, omitted or suffered in pursuance of the BVI Business Companies Act or touching any breach or alleged
breach or otherwise relating to the premises or to articles of association or to the BVI Business Companies Act or other BVI law
affecting the Company or to any of the affairs of the Company, be referred to arbitration. Other than with respect to disputes
of the type set out in Article 157, arbitration is not stated to be the means for resolving matters with our shareholders.
This provision does not apply to claims made under the federal securities laws of the United States.
Substantially
all of our current operations are conducted in China, and substantially all of our assets are located in China. The majority of
our directors and officers are nationals or residents of jurisdictions other than the United States. As a result, it may be difficult
for a shareholder to effect service of process within the United States upon such persons, or to enforce against us or them judgments
obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of
the United States or any state in the United States.
We
have been informed by Conyers Dill & Pearman our counsel as to British Virgin Islands law, that the United States and the
British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in
civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the
United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically
enforceable in the British Virgin Islands. We have also been advised by Conyers Dill & Pearman that a final and conclusive
judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being
a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect
of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the Supreme Court of the British
Virgin Islands under the common law doctrine of obligation. This type of action should be successful upon proof that the sum of
money is due and payable, without having to prove the facts supporting the underlying judgment, as long as:
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●
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the
foreign court issuing the judgment had jurisdiction in the matter and we either submitted to such jurisdiction or were resident
or carrying on business within such jurisdiction and were duly served with process; and
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●
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the
judgment was not contrary to public policy in the British Virgin Islands, was not obtained by fraud or in proceedings contrary
to the natural justice of the British Virgin Islands, and was not based on an in British Virgin Islands law.
|
A
British Virgin Islands court may impose civil liability on us or our directors or officers in a suit brought in the Supreme Court
of the British Virgin Islands against us or these persons with respect to a violation of U.S. federal securities laws, provided
that the facts surrounding any violation constitute or give rise to a cause of action under British Virgin Islands law.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES
ACT LIABILITIES
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 Securities Act of
1933 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
ordinary shares 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
LUOKUNG
TECHNOLOGY CORP.
Up
to
$290,000,000
Ordinary Shares
Preferred Shares
Warrants
Subscription Rights
Debt Securities
Units
PROSPECTUS
____________,
2019
WE
HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER OF THESE ORDINARY SHARES IN ANY STATE WHERE AN OFFER IS NOT
PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE OF THIS PROSPECTUS AND YOU SHOULD NOT ASSUME THAT THIS
PROSPECTUS IS ACCURATE AS OF ANY OTHER DATE.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors And Officers
British
Virgin Islands law does not limit the extent to which a company’s articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary
to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Under
our memorandum and articles of association, we may indemnify our directors, officers, liquidators and agents against expenses
(including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection
with legal, administrative or investigative proceedings to which they are a party or are threatened to be made a party by reason
of their acting as our directors, officers, liquidators or agents. To be entitled to indemnification, these persons must have
acted honestly and in good faith and in the best interest of our company, and, in the case of criminal proceedings, they must
have had no reasonable cause to believe their conduct was unlawful.
Item
9. Exhibits
|
(1)
|
Incorporated
by reference to Exhibit 1.1 of the Annual Report 20-F (file no. 001-34738) filed with the Securities and Exchange Commission
on April 24, 2019.
|
|
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|
(2)
|
If
applicable, to be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated
herein by reference.
|
Item
10. Undertakings
(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 ordinary shares offered
(if the total dollar value of ordinary shares offered would not exceed that which was registered) and any deviation from the low
or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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 SEC by
the Registrant pursuant to Section 13 or Section 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) that is part of the registration
statement.
(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 ordinary shares offered therein, and the offering of such ordinary shares 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 ordinary shares being registered which remain unsold
at the termination of the offering.
(4) To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the Registrant includes in the
prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information
are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If
the Registrant is relying on Rule 430B:
(A) 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
(B) 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 ordinary shares 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 ordinary shares 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; or
(ii) If
the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
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 first use, 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 date of first use
(6) 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 ordinary shares, the undersigned Registrant undertakes that in a primary offering of ordinary shares of the undersigned
Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the ordinary shares to
the purchaser, if the ordinary shares 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 ordinary shares 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 ordinary shares 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) The
undersigned Registrant hereby undertakes 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 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 ordinary shares offered therein, and the offering of such ordinary shares 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 Securities Act of
1933 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
ordinary shares 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d) The
undersigned Registrant hereby undertakes:
(1) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 will be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus will be deemed to be a new registration statement relating to the ordinary shares offered therein, and the offering
of such ordinary shares at that time will be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 Beijing, the People’s Republic of China, on this 7th day of August, 2019.
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LUOKUNG
TECHNOLOGY CORP.
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By:
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/s/
Xuesong Song
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Xuesong
Song,
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Chief
Executive Officer
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Xuesong Song and
Yu Jie and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement,
including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto,
including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents 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 attorneys-in-fact and agents, or his substitute, may lawfully do or
cause to be done by virtue hereof.
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 date indicated.
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Signature
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Title
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Date
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/s/
Xuesong Song
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Chairman
and Chief Executive Officer
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August
7, 2019
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Xuesong
Song
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(Principal
Executive Officer)
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/s/
Jie Yu
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Chief
Financial Officer
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August
7, 2019
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Jie
Yu
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(Principal
Financial Officer)
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/s/
Kegang Peng
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Director
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August
7, 2019
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Kegang
Peng
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/s/
Jin Shi
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Director
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August
7, 2019
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Jin
Shi
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/s/
Chuang Tao
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Director
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August
7, 2019
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Chuang
Tao
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/s/
Dennis Galgano
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Director
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August
7, 2019
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Dennis
Galgano
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/s/
Jiming Ha
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Director
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August
7, 2019
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Jiming
Ha
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/s/
Zhihao Xu
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Director
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August
7, 2019
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Zhihao
Xu
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II-5
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