As filed with the Securities and Exchange Commission on July
10, 2019
Registration No. 333-232184
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.
1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN
BULL LIMITED
(Exact name of registrant as specified
in its charter)
Cayman Islands
|
|
N/A
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
707 Zhang Yang Road, Sino Life Tower,
F35
Pudong, Shanghai, China 200120
+86 021-61659027
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Erxin Zeng
Chief Executive Officer
707 Zhang Yang Road, Sino Life Tower,
F35
Pudong, Shanghai, China 200120
+86 021-61659027
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor,
New York, NY 10018
+212-530-2208
Approximate date
of commencement of proposed sale to the public:
From time to time after the effective date of the registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.
x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
|
Emerging growth company
x
|
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
|
|
Amount
to
be
Registered
(1)
|
|
|
Proposed
Maximum
Offering
Price
Per
Share
(2)
|
|
|
Proposed
Maximum
Aggregate
Offering
Price
|
|
|
Amount
of
Registration
Fee
(5)
|
|
Primary Offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Preferred Shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Units
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Debt Securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Total for Primary Offering (3)
|
|
|
|
|
|
|
|
|
|
$
|
50,000,000
|
|
|
$
|
6,060
|
|
Secondary Offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares (4)
|
|
|
4,966,395
|
|
|
$
|
3.75
|
|
|
$
|
18,623,982
|
|
|
$
|
2,258
|
|
Total for Primary and Secondary Offerings
|
|
|
|
|
|
|
|
|
|
$
|
68,623,982
|
|
|
$
|
8,318
|
|
(1)
|
We are registering an indeterminate number of ordinary shares,
preferred shares, warrants to purchase ordinary shares and/or preferred shares and/or units, each of which may be offered from
time to time at prices to be determined at the time of any such offering. The aggregate offering price of these securities will
not exceed $50,000,000.
In addition, up to 4,966,395 shares of ordinary
shares may be sold from time to time pursuant to this registration statement by the selling shareholders named herein. Included
among the selling shareholders are certain officers, directors and shareholders who beneficially own 5% or more of our equity
shares. Any securities registered hereunder may be sold separately from, or together in the same offering with, other securities
registered hereunder. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include
such indeterminate number of ordinary shares and preferred shares as may be issuable with respect to the shares being registered
hereunder as a result of stock splits, stock dividends or similar transactions.
|
|
|
(2)
|
The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security in reliance on Rule 457(o) under the Securities Act of 1933.
|
|
|
(3)
|
Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
|
|
|
(4)
|
With respect to ordinary shares to be offered by the selling shareholders in the secondary offering, the price
has been estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(g) and (c) under the Securities
Act, based on the average of the high and low prices reported for the ordinary shares as reported on the Nasdaq Capital Market
on June 17, 2019.
|
|
|
(5)
|
Previously paid.
|
The Registrant
hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information
in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until
the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO
COMPLETION, DATED JULY 10, 2019
PROSPECTUS
GOLDEN BULL LIMITED
$50,000,000
Ordinary Shares
,
Preferred Shares,
Warrants,
Units and
Debt Securities
And
4,966,395 Ordinary Shares
We may, from time
to time in one or more offerings, offer and sell up to $50,000,000 in the aggregate of ordinary shares, preferred shares, warrants
to purchase ordinary shares or preferred shares, debt securities or any combination of the foregoing, either individually or as
units comprised of one or more of the other securities.
This prospectus provides
a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more
supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection
with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained
in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing
prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities.
This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
This prospectus also covers the resale by the selling shareholders identified in the “Selling Shareholders”
section of this prospectus of up to an aggregate of 4,966,395 shares of our ordinary shares representing shares held by affiliates
of the Company. We will not receive any of the proceeds from the sale of shares of our ordinary shares by the selling shareholders.
Our ordinary shares are traded on The NASDAQ
Capital Market under the symbol “DNJR.” Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell
the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market
value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held
by non-affiliates remains below $75,000,000. The aggregate market value of our outstanding voting and non-voting common equity
is $49,123,400 based on the closing price of $3.19 per ordinary share and 15,399,185 shares of our ordinary shares issued and
outstanding as of July 9, 2019. During the 12 calendar months prior to and including the date of this prospectus, we have not
offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Investing in our
securities involves a high degree of risk. See “Risk Factors” on page 4 of this prospectus and in the documents incorporated
by reference in this prospectus, as updated in the applicable prospectus supplement, any related free writing prospectus and other
future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for
a discussion of the factors you should consider carefully before deciding to purchase our securities.
We may sell these
securities directly to investors, through agents designated from time to time or to or through underwriters or dealers. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names
of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The price to the
public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither we nor any selling shareholder has authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or incorporated by reference in this prospectus and an accompanying
supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus or the accompanying prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 10, 2019.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under the
Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. Under this shelf
registration process, we may from time to time sell ordinary shares, preferred shares or warrants to purchase ordinary shares
or preferred shares, debt securities or any combination of the foregoing, either individually or as units comprised of one or
more of the other securities, in one or more offerings up to a total dollar amount of $50,000,000. We have provided to you in
this prospectus a general description of the securities we may offer. Each time we sell securities under this shelf registration,
we will, to the extent required by law, provide a prospectus supplement that will contain specific information about the terms
of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material
information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize
to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have
incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus
and the prospectus supplement or any related free writing prospectus, you should rely on the information in the prospectus supplement
or the related free writing prospectus; provided that if any statement in one of these documents is inconsistent with a statement
in another document having a later date – for example, a document filed after the date of this prospectus and incorporated
by reference into this prospectus or any prospectus supplement or any related free writing prospectus – the statement in
the document having the later date modifies or supersedes the earlier statement.
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement, or any related free writing prospectus
that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize
to be provided to you. This prospectus and the accompanying prospectus supplement, if any, do not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial
condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable
prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.
As
permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information
not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website
or at its offices described below under “Where You Can Find More Information.”
Unless
the context otherwise requires, all references in this prospectus to “Golden Bull,” “we,” “us,”
“our,” “the Company” or similar words refer to Golden Bull Limited, together with our subsidiaries.
ABOUT
GOLDEN BULL
Overview
We
are primarily an online finance marketplace, or “peer-to-peer” lending company, in China that provides borrowers access
to loans. The loans that we are currently arranging generally range from 30 days to 540 days, and are secured by borrowers’
automobiles. Through our online marketplace, we connect individual lenders with individual and small business borrowers. We currently
conduct our business operations exclusively in China.
We
believe our technology-driven marketplace provides eligible borrowers with a quick, accessible and affordable way to meet their
liquidity needs. Our online marketplace may be accessed only by qualified borrowers, as discussed below in “Business —
Our Platform.” We currently target borrowers that display stable credit performance and salary income. We implement a risk
management process to try to minimize the risk of nonpayment to lenders. Such process involves a thorough review of credit reports
prepared by third parties and may also include inquiries by us of employers or associates of potential borrowers.
Our
marketplace also provides lenders with risk-adjusted returns that we believe are attractive. The average annualized return for
lenders that have provided loans through our platform in 2018 was 11.01%, compared to a peer-to-peer industry average return rate
of 9.81%, based on the China IRN Report, issued by ChinaIRN.com, an independent research institution in PRC that specializes in
industry survey and research.
From
our inception in November 2015 through December 2018, we facilitated loans in the aggregate principal amount of approximately
RMB 2.1 billion ($307.5 million). We generate revenues primarily from transaction fees, which averaged 3.26% and 2.54% of the
principal amount loaned through our platform during the years ended December 31, 2018 and 2017, respectively, and management fees,
which averaged 3.59% and 3.11% of the principal amount loaned through our platform during the years ended December 31, 2018
and 2017, respectively, each of which is charged to borrowers for our services. Our revenues totaled approximately $7.9 million
in 2018 and approximately $7.0 million in 2017.
We
attract borrowers to our platform through relationships with traditional lending or guarantee institutions. In addition, we attract
borrowers through referrals from existing borrowers and through online sources, including search engine marketing, search engine
optimization, mobile application downloads through major application stores, partnering with online channels through application
programming interfaces, as well as various marketing campaigns. The lending and guarantee institutions we work with are compensated
directly by the borrowers, and not by us or the lenders we introduce.
We
have used various social media and mobile platforms and networks to market our platform to potential lenders. Currently, lenders
through our platform consist of individuals of varying levels of net worth. We conduct a limited background check of individuals
that lend money through our platform.
As
an intermediary, we do not use our own capital to invest in loans facilitated through our marketplace nor do we manage our borrowers
and lenders’ account portfolios. We facilitate loans by connecting borrowers and lenders, preparing all necessary paperwork
related to borrowers’ applications and assisting with securing collateral. However, we do not take control of funds that
pass between such lenders and borrowers. Instead, payments are made through third party payment systems. Prior to August 2017,
we used China PnR for payment services. On June 15, 2017, Bank of Shanghai started to serve as the exclusive custodian for our
lending platform, providing account management, funds depository, custodian, and account segregation services in connection with
funds transfers in loan transactions facilitated via our platform. For loan transactions facilitated through our platform, the
bank sets up separate accounts for borrowers, lenders and guarantors and withdraws and deposits funds based on instructions generated
by our platform. The bank also provides other ancillary services such as platform user identity verification and account statements
preparation. In August 2017, we finished the transition from the custodian system of China PnR to the custodian system of Bank
of Shanghai. In November 2018, we finished the transition from the custodian system of Bank of Shanghai to the custodian system
of Bank of Shangrao. Since then, we have cooperated only with Bank of Shangrao as our custodian for better compliance,
as it was one of the twenty five banks that passed the test of individual network lending funds depository system, according
to a report released by The National Internet Finance Association of China (NIFA) on September 20, 2018.
We
currently facilitate loans exclusively to borrowers that provide an automobile as security to lenders, and in many instances third-party
institutions provide a guarantee to lenders as additional security. The automobiles that are secured must be owned by the borrower
and may not be encumbered by existing loans. We require that the size of each loan be no more than 70% of the value of the collateral
of such loan. However, since none of the loans facilitated through our platform has defaulted to date, neither our collateralization
standards nor our collection efforts have been tested in practice.
Historically,
we structured many of the loans facilitated through our platform such that representatives of traditional lending or guarantee
institutions would borrow the funds from the lenders on our platform and in turn lend such funds to underlying individual or small
company borrowers. Pursuant to our agreements with these institutions or their representatives, such institutions and the individuals
controlling such institutions committed (i) to borrow from our lenders a target loan amount per month, (ii) to cover all costs
incurred in connection with such institutions’ loans made by the institutions to underlying borrowers, (iii) to secure loans
through security interests in cars of their underlying borrowers and to repay all loans made by our lenders to these institutions
or their representatives. Under our old loan structure, underlying borrowers provided their automobiles as security to the representatives
of financing institutions, including our major borrowers, who in turn borrowed funds through our platform. Such security arrangement
did not directly involve us or our lenders. The financing institutions affiliated with our borrowers guaranteed the repayment
of the respective loans facilitated through our platform.
However,
due to limitations on loan sizes to borrowers set forth in the P2P Measures, we have structured loans such that the underlying
individual or small company borrowers borrow the funds directly from the lenders on our platform. The loan institutions are guarantors
of such loans. All of the loans we facilitated were within the limitations set forth in the P2P Measures. As of December 31, 2018,
none of our borrowers held loans exceeding the limitations set forth in the P2P Measures. We believe that we are in compliance
with the P2P Measures and that our new loan structure should continue to be in compliance with the P2P Measures. Given that the
P2P Measures are new, there is no guarantee that the relevant government authorities will deem our operations to be in full compliance
with the P2P Measures.
During
the quarters ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, approximately 98.5%, 86.3%, 80.5%
and 25.0% of the loans facilitated through our platform were made to borrowers that borrowed through our platform multiple times,
respectively. During the year ended December 31, 2018, the average number of loans per individual borrower was 1.97 and the average
number of loans per small business borrower was 18.38. We do not allow borrowers to borrow through our platform unless their prior
loans facilitated through our platform have previously been paid in full and we do not allow borrowers to repay their existing
loans with new loans facilitated through our platform. Consequently, borrowers must repay loans using funds obtained from other
sources other than our platform. Alternatively, the borrower can provide additional collateral, in which case we would allow the
borrower to borrow 70% of the value of the additional collateral.
We
have been searching for new profit growth opportunities in our upstream and downstream industries, which could bring us potential
customer groups for our loan platform. In April 2018, we established Shanghai Youwang Vehicle Rental Limited (“Shanghai
Youwang”), a subsidiary wholly owned by Dianniu,. Shanghai Youwang currently is in planning stage to enter the car leasing
business. Management expects to begin the car leasing operations in the second half of 2019. The target customer group of Shanghai
Youwang will be young users who have a demand for mid-range vehicles priced around approximately RMB200,000. These target customers
could also be potential customers for our loan platform in the future. Shanghai Youwang plans to start its vehicle leasing business
in third- and fourth-tier cities which have no vehicle license restrictions and have a projected rapidly rising consumer demand
in the next 3 to 5 years. Based on our vehicle procurement contract we signed with the vehicle supplier, the first batch of vehicles
shall be delivered to us beginning in September 2019. We plan to lease our vehicles to customers for a term ranging from a few
hours to approximately 3 years at maximum. We are gradually recruiting managers and business personnel with relevant business
experience according to the needs of Shanghai Youwang. As of the date of this report, Shanghai Youwang has not begun any operations.
In
October 2018, we established another subsidiary of Dianniu, Shanghai Xingjiuhao Network Technology Limited (“Shanghai Xingjiuhao”
or “Xingjiuhao”). Xingjiuhao is currently in the planning stage to enter the business for the production and sales
for Internet of Things (“IoT”) technology and technical consulting. As of the date of this report, Xingjiuhao has
not begun any operations.
Corporate
Information
Our
principal executive offices are located at 707 Zhang Yang Road, Sino Life Tower, F35, Pudong, Shanghai, China 200120. Our telephone
number at this address is (86) 021-61659027. Our registered office in the Cayman Islands is located at Corporate Filing Services
Ltd., 3rd Floor, Harbour Place, 103 South Church Street, Grand Cayman, KY 1-1002, Cayman Islands. We make available free of charge
through our website our annual report on Form 20-F, current reports on Form 6-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that
can be accessed through, our website is not part of this prospectus or any prospectus supplement.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors”
described in our most recent annual report on
Form 20-F
, filed on April 30, 2019, as supplemented and updated by subsequent current
reports on Form 6-K that we have filed with the SEC, together with all other information contained or incorporated by reference
in this prospectus and any applicable prospectus supplement and in any related free writing prospectus in connection with a specific
offering, before making an investment decision. Each of the risk factors could materially and adversely affect our business, operating
results, financial condition and prospects, as well as the value of an investment in our securities, and the occurrence of any
of these risks might cause you to lose all or part of your investment.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than
statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or
other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements
concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any
statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying
any of the foregoing. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,”
“intend,” “may,” “could,” “should,” “potential,” “likely,”
“projects,” “continue,” “will,” and “would” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking
statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.
We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed in our forward-looking statements
and you should not place undue reliance on these statements. There are a number of important factors that could cause our actual
results to differ materially from those indicated or implied by forward-looking statements. These important factors include those
discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable
prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors
and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking
statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
USE
OF PROCEEDS
Except
as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently
intend to use the net proceeds from the sale of the securities offered under this prospectus to fund the growth of our business,
primarily working capital, and for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest
in technologies, products and/or businesses that we believe will enhance the value of our Company, although we have no current
commitments or agreements with respect to any such transactions as of the date of this prospectus. We have not determined the
amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion
in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application
of the proceeds of any sale of the securities. If a material part of the net proceeds is to be used to repay indebtedness, we
will set forth the interest rate and maturity of such indebtedness in a prospectus supplement. Pending use of the net proceeds,
we intend to invest the proceeds in investment-grade, interest-bearing securities. In the case of a sale by the selling shareholders,
we will not receive any of the proceeds from such sale.
DILUTION
If
required, we will set forth in a prospectus supplement the following information regarding any material dilution of the equity
interests of investors purchasing securities in an offering under this prospectus:
|
●
|
the
net tangible book value per share of our equity securities before and after the offering;
|
|
●
|
the
amount of the increase in such net tangible book value per share attributable to the
cash payments made by purchasers in the offering; and
|
|
●
|
the
amount of the immediate dilution from the public offering price which will be absorbed
by such purchasers.
|
DESCRIPTION
OF SHARE CAPITAL
We
are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association and the Companies
Law (2016 Revision) of the Cayman Islands, which we refer to as the Companies Law below.
Our
authorized share capital consists of 50,000,000 ordinary shares, par value $0.01 per share. As of the date of this prospectus,
15,399,185 ordinary shares are outstanding.
Ordinary
shares
Dividends.
Subject
to any rights and restrictions of any other class or series of shares, our board of directors may, from time to time, declare
dividends on the shares issued and authorize payment of the dividends out of our lawfully available funds. No dividends shall
be declared by the board out of our company except the following:
|
●
|
“share
premium account,” which represents the excess of the price paid to our company
on issue of its shares over the par or “nominal” value of those shares, which
is similar to the U.S. concept of additional paid in capital.
|
However,
no dividend shall bear interest against the Company.
Voting
Rights.
The holders of our ordinary shares are entitled to one vote per share, including the election of directors.
Voting at any meeting of shareholders is by show of hands unless a poll is demanded. On a show of hands every shareholder present
in person or by proxy shall have one vote. On a poll every shareholder entitled to vote (in person or by proxy) shall have
one vote for each share for which he is the holder. A poll may be demanded by the chairman or one or more shareholders present
in person or by proxy holding not less than fifteen percent of the paid up capital of the Company entitled to vote. A quorum required
for a meeting of shareholders consists of shareholders who hold at least one-third of our outstanding shares entitled to vote
at the meeting present in person or by proxy. While not required by our articles of association, a proxy form will accompany any
notice of general meeting convened by the directors to facilitate the ability of shareholders to vote by proxy.
Any
ordinary resolution to be made by the shareholders requires the affirmative vote of a simple majority of the votes of the ordinary
shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes
of the ordinary shares cast. Under Cayman Islands law, some matters, such as amending the memorandum and articles, changing the
name or resolving to be registered by way of continuation in a jurisdiction outside the Cayman Islands, require approval of shareholders
by a special resolution.
There
are no limitations on non-residents or foreign shareholders in the memorandum and articles to hold or exercise voting rights on
the ordinary shares imposed by foreign law or by the charter or other constituent document of our company. However, no person
will be entitled to vote at any general meeting or at any separate meeting of the holders of the ordinary shares unless the person
is registered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect
of ordinary shares in the Company have been paid.
Winding
Up; Liquidation.
Upon the winding up of our company, after the full amount that holders of any issued shares ranking
senior to the ordinary shares as to distribution on liquidation or winding up are entitled to receive has been paid or set aside
for payment, the holders of our ordinary shares are entitled to receive any remaining assets of the Company available for distribution
as determined by the liquidator. The assets received by the holders of our ordinary shares in a liquidation may consist in whole
or in part of property, which is not required to be of the same kind for all shareholders.
Calls
on Ordinary Shares and Forfeiture of Ordinary Shares.
Our board of directors may from time to time make calls upon
shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to
the specified time and place of payment. Any ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption
of Ordinary Shares.
We may issue shares that are, or at its option or at the option of the holders are, subject
to redemption on such terms and in such manner as it may, before the issue of the shares, determine. Under the Companies Law,
shares of a Cayman Islands exempted company may be redeemed or repurchased out of profits of the company, out of the proceeds
of a fresh issue of shares made for that purpose or out of capital, provided the memorandum and articles authorize this and it
has the ability to pay its debts as they come due in the ordinary course of business.
No
Preemptive Rights.
Holders of ordinary shares will have no preemptive or preferential right to purchase any securities
of our company.
Variation
of Rights Attaching to Shares.
If at any time the share capital is divided into different classes of shares, the
rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the
memorandum and articles, be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares
of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Anti-Takeover
Provisions.
Some provisions of our current memorandum and articles of association may discourage, delay or prevent a
change of control of our company or management that shareholders may consider favorable, including provisions that authorize our
board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges
and restrictions of such preferred shares without any further vote or action by our shareholders.
Exempted
Company.
We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between
ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company
are essentially the same as for an ordinary company except that an exempted company:
|
●
|
does
not have to file an annual return of its shareholders with the Registrar of Companies;
|
|
●
|
is
not required to open its register of members for inspection;
|
|
●
|
does
not have to hold an annual general meeting;
|
|
●
|
may
issue shares with no par value;
|
|
●
|
may
obtain an undertaking against the imposition of any future taxation (such undertakings
are usually given for 20 years in the first instance);
|
|
●
|
may
register by way of continuation in another jurisdiction and be deregistered in the Cayman
Islands;
|
|
●
|
may
register as a limited duration company; and
|
|
●
|
may
register as a segregated portfolio company.
|
“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares
of the company.
Preferred
Shares
The
Board is empowered to designate and issue from time to time one or more classes or series of Preferred Shares and to fix and determine
the relative rights, preferences, designations, qualifications, privileges, options, conversion rights, limitations and other
special or relative rights of each such class or series so authorized. Such action could adversely affect the voting power and
other rights of the holders of the Company’s ordinary shares or could have the effect of discouraging or making difficult
any attempt by a person or group to obtain control of the Company.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants for the purchase of ordinary shares or preferred shares. Warrants may be offered independently or together
with ordinary shares or preferred shares offered by any prospectus supplement and may be attached to or separate from those securities.
While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will
describe in particular the terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement
and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the
terms described below.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
another report that we file with the SEC, the form of warrant and/or warrant agreement, which may include a form of warrant certificate,
as applicable, that describes the terms of the particular series of warrants we may offer before the issuance of the related series
of warrants. We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by
us. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. The following summary of material
provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions
of the form of warrant and/or warrant agreement and warrant certificate applicable to a particular series of warrants. We urge
you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete form of warrant
and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may
include:
|
●
|
the
title of such warrants;
|
|
|
|
|
●
|
the
aggregate number of such warrants;
|
|
●
|
the
price or prices at which such warrants will be issued;
|
|
|
|
|
●
|
the
currency or currencies (including composite currencies) in which the price of such warrants may be payable;
|
|
|
|
|
●
|
the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
|
|
|
|
|
●
|
the
price at which the securities purchasable upon exercise of such warrants may be purchased;
|
|
|
|
|
●
|
the
date on which the right to exercise such warrants will commence and the date on which such right shall expire;
|
|
|
|
|
●
|
any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
|
|
|
|
|
●
|
if
applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
|
|
●
|
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;
|
|
|
|
|
●
|
if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
|
|
|
●
|
information
with respect to book-entry procedures, if any;
|
|
|
|
|
●
|
the
terms of any rights to redeem or call the warrants;
|
|
|
|
|
●
|
United
States federal income tax consequences of holding or exercising the warrants, if material; and
|
|
|
|
|
●
|
any
other terms of such warrants, including terms, procedures and limitations relating to the exchange or exercise of such warrants.
|
Each
warrant will entitle its holder to purchase the number of ordinary shares or preferred shares of the relevant class or series
at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. The warrants may be exercised
as set forth in the prospectus supplement relating to the warrants offered. Unless we otherwise specify in the applicable prospectus
supplement, warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus
supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants
will become void.
We
will specify the place or places where, and the manner in which, warrants may be exercised in the form of warrant, warrant agreement
or warrant certificate and applicable prospectus supplement. Upon receipt of payment and the warrant or warrant certificate, as
applicable, properly completed and duly executed at the corporate trust office of the warrant agent, if any, or any other office,
including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable
upon such exercise. If less than all of the warrants (or the warrants represented by such warrant certificate) are exercised,
a new warrant or a new warrant certificate, as applicable, will be issued for the remaining amount of warrants. If we so indicate
in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price
for warrants.
Prior
to the exercise of any warrants to purchase ordinary shares or preferred shares of the relevant class or series, holders of the
warrants will not have any of the rights of holders of ordinary shares or preferred shares purchasable upon exercise, including
the right to vote or to receive any payments of dividends or payments upon our liquidation, dissolution or winding up on the ordinary
shares or preferred shares purchasable upon exercise, if any.
Outstanding
Warrants
As
of the date of this prospectus, there were 0 outstanding warrants to purchase ordinary shares.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable prospectus supplement and any related free writing prospectus. The terms of any units
offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally
change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus
at the time of its effectiveness.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
another report we file with the SEC, the form of unit agreement that describes the terms of the series of units we may offer under
this prospectus, and any supplemental agreements, before the issuance of the related series of units. The following summaries
of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplement and any related free writing prospectus, as well as the complete unit agreement and any supplemental agreements
that contain the terms of the units.
General
We
may issue units comprised of ordinary shares or preferred shares and warrants in any combination. Each unit will be issued so
that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including, but not limited to:
|
●
|
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;
|
|
●
|
any
provisions of the governing unit agreement that differ from those described below; and
|
|
●
|
any
provisions for the issuance, payment, settlement, transfer or exchange of the units or
of the securities comprising the units.
|
The
provisions described in this section, as well as those described under “Description of Ordinary Shares and Preferred shares”
and “Description of Warrants” will apply to each unit and to any ordinary shares, preferred shares or warrant included
in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
We
may enter into unit agreements with a unit agent. Each unit agent will act solely as our agent under the applicable unit agreement
and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company
may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default
by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or
otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder
of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
We,
the unit agents and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements, summarizes
the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized
below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms
of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities
we offer under a prospectus supplement may differ from the terms we describe below. As of the date of this prospectus, we have
no outstanding registered debt securities.
We may issue notes under senior or subordinated
indentures or, separately, without the use of an indenture. If we issue senior or subordinated notes without the use of an indenture,
we will issue such senior or subordinated notes directly to the purchasers of such senior or subordinated notes.
If we issue senior notes under a senior
indenture, we will enter into such subordinated indenture with the trustee to be named in such senior indenture. If we issue subordinated
notes under a subordinated indenture, we will enter into such subordinated indenture with the trustee to be named in such subordinated
indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part.
We use the term “indentures” to refer to both the senior indenture and the subordinated indenture.
The
indentures will be qualified under the Trust Indenture Act of 1939. References to the Trust Indenture Act of 1939 include all
amendments thereto. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated
trustee, as applicable.
The
following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and
qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities,
and all supplements thereto. We urge you to read the applicable prospectus supplements related to the debt securities that we
sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may
otherwise indicate, the terms of the senior and the subordinated indentures are identical.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth
or determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be
issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. In addition, the particular terms of each series of debt securities will be described in
a prospectus supplement relating to such series, including any pricing supplement. The prospectus supplement will set forth, among
other things:
|
●
|
the
principal amount being offered, and, if a series, the total amount authorized and the
total amount outstanding;
|
|
●
|
any
limit on the amount that may be issued;
|
|
●
|
whether
or not we will issue the series of debt securities in global form and, if so, the terms
and who the depositary will be;
|
|
●
|
whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a U.S. person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts;
|
|
●
|
the
annual interest rate, which may be fixed or variable, or the method for determining the
rate, the date interest will begin to accrue, the dates interest will be payable and
the regular record dates for interest payment dates or the method for determining such
dates;
|
|
●
|
the
terms of the subordination of any series of subordinated debt, if applicable;
|
|
●
|
the
place where payments will be payable;
|
|
●
|
restrictions
on transfer, sale or other assignment, if any;
|
|
●
|
our
right, if any, to defer payment of interest and the maximum length of any such deferral
period;
|
|
●
|
the
date, if any, after which, the conditions upon which, and the price at which we may,
at our option, redeem the series of debt securities pursuant to any optional or provisional
redemption provisions, and any other applicable terms of those redemption provisions;
|
|
●
|
the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in
which the debt securities are payable;
|
|
●
|
whether
the indenture will restrict our ability and/or the ability of our subsidiaries to, among
other things:
|
|
●
|
incur
additional indebtedness;
|
|
●
|
issue
additional securities;
|
|
●
|
pay
dividends and make distributions in respect of our capital stock and the capital stock
of our subsidiaries;
|
|
●
|
place
restrictions on our subsidiaries’ ability to pay dividends, make distributions
or transfer assets;
|
|
●
|
make
investments or other restricted payments;
|
|
●
|
sell
or otherwise dispose of assets;
|
|
●
|
enter
into sale-leaseback transactions;
|
|
●
|
engage
in transactions with stockholders and affiliates;
|
|
●
|
issue
or sell stock of our subsidiaries; or
|
|
●
|
effect
a consolidation or merger;
|
|
●
|
whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
|
|
●
|
information
describing any book-entry features;
|
|
●
|
provisions
for a sinking fund purchase or other analogous fund, if any;
|
|
●
|
whether
the debt securities are to be offered at a price such that they will be deemed to be
offered at an “original issue discount” as defined in paragraph (a) of Section
1273 of the Internal Revenue Code;
|
|
●
|
the
procedures for any auction and remarketing, if any;
|
|
●
|
the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof;
|
|
●
|
if
other than dollars, the currency in which the series of debt securities will be denominated;
and
|
|
●
|
any
other specific terms, preferences, rights or limitations of, or restrictions on, the
debt securities, including any events of default that are in addition to those described
in this prospectus or any covenants provided with respect to the debt securities that
are in addition to those described above, and any terms that may be required by us or
advisable under applicable laws or regulations or advisable in connection with the marketing
of the debt securities.
|
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for ordinary shares, preferred shares or other securities of ours or a third party, including the conversion or exchange rate,
as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to
whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant
to which the number of our securities or the securities of a third party that the holders of the series of debt securities receive
upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or pursuant
to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in the
event of our merger or consolidation with another entity.
Consolidation,
Merger or Sale
The
indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially
all of our assets. However, any successor of ours or the acquirer of such assets must assume all of our obligations under the
indentures and the debt securities.
If
the debt securities are convertible for our other securities, the person with whom we consolidate or merge or to whom we sell
all of our property must make provisions for the conversion of the debt securities into securities that the holders of the debt
securities would have received if they had converted the debt securities before the consolidation, merger or sale.
Events
of Default Under the Indenture
The
following are events of default under the indentures in the forms initially filed as exhibits to the registration statement with
respect to any series of debt securities that we may issue:
|
●
|
if
we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended
or deferred;
|
|
●
|
if
we fail to pay the principal, sinking fund payment or premium, if any, when due and payable and the time for payment has not
been extended or delayed;
|
|
●
|
if
we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice
from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of
the applicable series; and
|
|
●
|
if
specified events of bankruptcy, insolvency or reorganization occur.
|
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may
declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default
specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each
issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture
trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event
of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver
shall cure the default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee
will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of
the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust
or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:
|
●
|
the
direction so given by the holder is not in conflict with any law or the applicable indenture; and
|
|
●
|
subject
to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve it
in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
|
A
holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint
a receiver or trustee, or to seek other remedies if:
|
●
|
the
holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;
|
|
●
|
the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written
request, and such holders have offered reasonable indemnity, to the debenture trustee to institute the proceeding as trustee;
and
|
|
●
|
the
debenture trustee does not institute the proceeding and does not receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request
and offer.
|
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification
of Indenture; Waiver
We
and the debenture trustee may change an indenture without the consent of any holders with respect to specific matters, including:
|
●
|
to
fix any ambiguity, defect or inconsistency in the indenture;
|
|
●
|
to
comply with the provisions described above under “
—
Consolidation, Merger or Sale”;
|
|
●
|
to
comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act
of 1939;
|
|
●
|
to
evidence and provide for the acceptance of appointment by a successor trustee;
|
|
●
|
to
provide for uncertificated debt securities and to make all appropriate changes for such purpose;
|
|
●
|
to
add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of
issuance, authorization and delivery of debt securities or any series, as set forth in the indenture;
|
|
●
|
to
provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided
under “
—
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;
|
|
●
|
to
add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make
the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an event of default, or to surrender any of our rights or powers under the indenture; or
|
|
●
|
to
change anything that does not materially adversely affect the interests of any holder of debt securities of any series.
|
In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee
with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities
of each series that is affected. However, we and the debenture trustee may only make the following changes with the consent of
each holder of any outstanding debt securities affected:
|
●
|
extending
the fixed maturity of the series of debt securities;
|
|
●
|
reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon
the redemption of any debt securities; or
|
|
●
|
reducing
the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver.
|
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except that the following obligations, among others survive until the maturity date or the redemption date:
|
●
|
register
the transfer or exchange of debt securities of the series;
|
|
●
|
replace
stolen, lost or mutilated debt securities of the series;
|
|
●
|
maintain
paying agencies;
|
|
●
|
hold
monies for payment in trust; and
|
|
●
|
appoint
any successor trustee;
|
and
the following obligations survive the maturity date or the redemption date:
|
●
|
recover
excess money held by the debenture trustee; and
|
|
●
|
compensate
and indemnify the debenture trustee.
|
As
more fully set forth in the indentures, in order to exercise our rights to be discharged, we must either deliver for cancellation
all securities of a series to the debenture trustee or must deposit with the debenture trustee money or government obligations
sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments
are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in
the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that
we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York, known as DTC, or another depositary named by us and identified
in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description
of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for
other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer
or exchange, but we may require payment of any taxes or other governmental charges.
We
will name in a board resolution the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
|
●
|
issue,
register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at
the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected
for redemption and ending at the close of business on the day of the mailing; or
|
|
●
|
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 Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform
only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the
debenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the
indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the
costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest.
We
will name in the applicable board resolution any other paying agents that we initially designate for the debt securities of a
particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any
debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable
will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except
to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination
of Subordinated Debt Securities
The
subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement. The indentures in the forms initially filed as exhibits to the registration statement
of which this prospectus is a part do not limit the amount of indebtedness that we may incur, including senior indebtedness or
subordinated indebtedness, and do not limit us from issuing any other debt, including secured debt or unsecured debt.
SELLING
SHAREHOLDERS
An
aggregate of 4,966,395 ordinary shares may be offered for sale and sold from time to time pursuant to this prospectus by the selling
shareholders and their respective transferees, distributees, pledgees, donees, assignees or other successors. Included among the
selling shareholders will be certain officers, directors and shareholders who beneficially own 5% or more of our equity shares.
We are paying all of the expenses in connection with such registration and the sale of the shares, other than selling commissions
and the fees and expenses of counsel and other advisors to the selling shareholders. Information concerning the selling shareholders
may change from time to time, and any changed information will be set forth if and when required in prospectus supplements or
other appropriate forms permitted to be used by the SEC.
The
following table sets forth, for the selling shareholders to the extent known by us, the number of shares of our ordinary shares
beneficially owned, the number of ordinary shares offered hereby and the number of shares and percentage of outstanding ordinary
to be owned after completion of this offering, assuming all shares offered hereby are sold.
All
of the information contained in the table below is based solely upon information provided to us by the selling shareholders or
otherwise known by us. In addition to the shares offered hereby, the selling shareholders may otherwise beneficially own our ordinary
shares as a result of, among others, open market purchases, which information is not obtainable by us without undue effort and
expense. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose
of, at any time or from time to time since the date on which the information regarding the shares beneficially owned was last
known by us, all or a portion of the shares beneficially owned in transactions exempt from the registration requirements of the
Securities Act.
The
number of shares outstanding and the percentages of beneficial ownership are based on 15,399,185 shares of our ordinary shares
issued and outstanding as of June 17, 2019.
For
the purposes of the following table, the number of our ordinary shares beneficially owned has been determined in accordance with
Rule 13d-3 under the Exchange Act, and such information is not necessarily indicative of beneficial ownership for any other purpose.
Under Rule 13d-3, beneficial ownership includes any shares as to which a selling shareholder has sole or shared voting power or
investment power and also any shares that that selling shareholder has the right to acquire within 60 days of the date of this
prospectus through the exercise of any stock option.
Name of Selling Shareholder
|
|
Number of Shares
Owned Before Offering
|
|
|
Number of Shares
Being Offered
|
|
|
Number of Shares
Owned After Offering
|
|
|
Percent of Shares
Owned After Offering
|
|
Silver Luck International Holding Group (1)
|
|
|
2,485,500
|
|
|
|
2,335,640
|
|
|
|
149,860
|
|
|
|
0.97
|
%
|
Ever Profit Investments Limited (2)
|
|
|
1,582,000
|
|
|
|
1,486,615
|
|
|
|
95,385
|
|
|
|
0.62
|
%
|
Star Choice Investments Limited (3)
|
|
|
624,000
|
|
|
|
586,377
|
|
|
|
37,623
|
|
|
|
0.24
|
%
|
Qinhui Li (4)
|
|
|
450,000
|
|
|
|
422,868
|
|
|
|
27,132
|
|
|
|
0.18
|
%
|
Jinlong Jiang (5)
|
|
|
90,474
|
|
|
|
85,019
|
|
|
|
5,455
|
|
|
|
0.04
|
%
|
Bowen Liu (6)
|
|
|
53,077
|
|
|
|
49,877
|
|
|
|
3,200
|
|
|
|
0.02
|
%
|
TOTAL
|
|
|
5,285,051
|
|
|
|
4,966,395
|
|
|
|
318,656
|
|
|
|
2.07
|
%
|
(1)
|
Erxin
Zeng holds voting and dispositive power over securities held by Silver Luck International Holding Group. The address of Silver
Luck International Holding Group is Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin
Islands.
|
|
|
(2)
|
Bocheng
Liu holds voting and dispositive power over securities held by Ever Profit Investments Limited, whose address is Coastal Building,
Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
|
|
|
(3)
|
Jilong
Li holds voting and dispositive power over securities held by Star Choice Investments Limited whose address is Coastal Building,
Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
|
|
|
(4)
|
The
address of the selling shareholder is Room 101, No.5, Building 5, 573 Nong, Dongfang Road, Pudong New District, Shanghai,
China.
|
|
|
(5)
|
The
address of the selling shareholder is No. 1003, Building 26, Tianjie West Road, Yingtan, Jiangxi, China.
|
|
|
(6)
|
The
address of the selling shareholder is Wumashancao, Luohu Village, Shizhen Town, Wannian County, Shangrao, Jiangxi, China.
|
PLAN
OF DISTRIBUTION
We
or the selling shareholders may sell our securities in any one or more of the following ways from time to time:
|
●
|
through
agents;
|
|
|
|
|
●
|
to
or through underwriters;
|
|
|
|
|
●
|
through
brokers or dealers;
|
|
|
|
|
●
|
in
“at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise;
|
|
|
|
|
●
|
directly
by us or the selling shareholders to purchasers, including through a specific bidding, auction or other process; or
|
|
|
|
|
●
|
through
a combination of any of these methods of sale.
|
The
applicable prospectus supplement will contain the terms of the transaction, the name or names of any underwriters, dealers, agents
and the respective amounts of securities underwritten or purchased by them, the initial public offering price of the securities,
and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount. Any dealers and agents
participating in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale
of the securities may be deemed to be underwriting discounts.
Any
initial offering price, dealer purchase price, discount or commission may be changed from time to time.
The
securities may be distributed from time to time in one or more transactions, at negotiated prices, at a fixed price or fixed prices
(that may be subject to change), at market prices prevailing at the time of sale, at various prices determined at the time of
sale or at prices related to prevailing market prices.
Offers
to purchase securities may be solicited directly by us or the selling shareholders or by agents designated by us or the selling
shareholders from time to time. Unless otherwise indicated in the prospectus supplement, any such agent will use its commercially
reasonable efforts to solicit purchases for the period of its appointment or to sell securities on a continuing basis. Agents
may receive compensation in the form of commissions, discounts or concessions from us. Agents may also receive compensation from
the purchasers of the securities for whom they sell as principals. Each particular agent will receive compensation in amounts
negotiated in connection with the sale, which might be in excess of customary commissions. Any such agent may be deemed to be
an underwriter, as that term is defined in the Securities Act, of the securities so offered and sold. Accordingly, any commission,
discount or concession received by them and any profit on the resale of the securities purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Neither the selling shareholders nor we have entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of their securities. As of the date of this prospectus,
there are no special selling arrangements between any broker-dealer or other person and us or the selling shareholders. No period
of time has been fixed within which the securities will be offered and sold.
If
underwriters are utilized in the sale of any securities in respect of which this prospectus is being delivered, such securities
will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of sale.
Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by one or more underwriters. If any underwriter or underwriters are utilized in the sale of securities, unless otherwise indicated
in the applicable prospectus supplement, the obligations of the underwriters are subject to certain conditions precedent, and
the underwriters will be obligated to purchase all such securities if they purchase any of them.
If
a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we or the selling shareholders
will sell such securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices
to be determined by such dealer at the time of resale. Transactions through brokers or dealers may include block trades in which
brokers or dealers will attempt to sell shares as agent but may position and resell as principal to facilitate the transaction
or in cross trades, in which the same broker or dealer acts as agent on both sides of the trade. Any such dealer may be deemed
to be an underwriter, as such term is defined in the Securities Act, of the securities so offered and sold.
Offers
to purchase securities may be solicited directly by us or the selling shareholders, and the sale thereof may be made by us or
the selling shareholders, directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any resale thereof.
Agents,
underwriters and dealers may be entitled under relevant agreements with us or the selling shareholders to indemnification by us
or the selling shareholders against certain liabilities, including liabilities under the Securities Act, or to contribution with
respect to payments which such agents, underwriters and dealers may be required to make in respect thereof. The terms and conditions
of any indemnification or contribution will be described in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from us or the selling
shareholders. Underwriters, broker-dealers or agents may also receive compensation from the purchasers of shares for whom they
act as agents or to whom they sell as principals, or both. Compensation as to a particular underwriter, broker-dealer or agent
will be in amounts to be negotiated in connection with transactions involving shares and might be in excess of customary commissions.
In effecting sales, broker-dealers engaged by us or the selling shareholders may arrange for other broker-dealers to participate
in the resales.
Any
securities offered other than ordinary shares and warrants will be a new issue and, other than our ordinary shares, which are
listed on The Nasdaq Capital Market and The Over The Counter Bulletin Board, respectively, will have no established trading market.
We may elect to list any series of securities on an exchange, and in the case of our ordinary shares and warrants, on any additional
exchange, but, unless otherwise specified in the applicable prospectus supplement and/or other offering material, we shall not
be obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but
the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of, or the trading market for, any of the securities.
Agents,
underwriters and dealers may engage in transactions with, or perform services for, us or our subsidiaries or the selling shareholders
in the ordinary course of business.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities
at any time. An underwriter may carry out these transactions on The Nasdaq Capital Market, in the over-the-counter market or otherwise.
The
place and time of delivery for securities will be set forth in the accompanying prospectus supplement.
LEGAL
MATTERS
Except
as otherwise set forth in the applicable prospectus supplement, certain legal matters in connection with the securities offered
pursuant to this prospectus will be passed upon for us by Hunter Taubman Fischer & Li LLC to the extent governed by the laws
of the State of New York, and by Harney Westwood & Riegels LLP to the extent governed by the laws of the Cayman Islands. If
legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers
or agents, such counsel will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The
audited financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F for the years ended
December 31, 2018
and
December 31, 2017
have been so incorporated in reliance on the reports of Friedman LLP, the Company’s
independent registered public accounting firm, and its authority as experts in accounting and auditing.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. Any statement contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies
or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We
hereby incorporate by reference into this prospectus the following documents that we have filed with the SEC under the Exchange
Act:
|
●
|
the
Company’s Annual Report on
Form 20-F
for the fiscal year ended December 31, 2018, filed with the SEC on April 30, 2019;
|
All
documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports
on Form 6-K, or portions thereof, furnished under Form 6-K) (i) after the initial filing date of the registration statement of
which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this
prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus from
the date of filing of the documents, unless we specifically provide otherwise. Information that we file with the SEC will automatically
update and may replace information previously filed with the SEC. To the extent that any information contained in any Current
Report on Form 6-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit
is specifically not incorporated by reference.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement
of which this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important,
you should review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit to
the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed
above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we file
annual, quarterly and current reports, proxy statements, and other information with the SEC. You may inspect, read and copy the
reports and other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an internet website at
www.sec.gov
that contains our filed reports, proxy and information statements,
and other information that we file electronically with the SEC.
GOLDEN
BULL LIMITED
$50,000,000
Ordinary
Shares,
Preferred
Shares,
Warrants,
Units
and
Debt
Securities
And
4,966,395
Ordinary Shares
PRELIMINARY
PROSPECTUS
July
10, 2019
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
8.
|
Indemnification
of Directors and Officers
|
Our Memorandum
and Articles of Association, the Companies Law (2016 Revision) of the Cayman Islands allow us to indemnify our officers and directors
from certain liabilities. Our Articles of Association provide that every Director and officer for the time being of the Company
or any trustee for the time being acting in relation to the affairs of the Company and their respective heirs, executors, administrators,
personal representatives or successors or assigns shall, in the absence of willful neglect or default, be indemnified by the Company
against, and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all costs, losses,
damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or become liable in
respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee or in any
way in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as a
lien on the property of the Company and have priority as between the Members over all other claims. No such Director, officer
or trustee shall be liable or answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee
or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency
or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss of the monies
of the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any
person with whom any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever
which shall happen in or about the execution of the duties of his respective office or trust or in relation thereto unless the
same happens through his own willful neglect or default.
*
|
To be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in connection with the offering of securities to the extent required for any such offering.
|
(a) The undersigned
registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however
, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Provided
,
however
, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the
purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Shanghai, China, on July 10, 2019.
|
GOLDEN BULL LIMITED
|
|
|
|
By:
|
/s/ Erxin Zeng
|
|
|
Name:
|
Erxin Zeng
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
By:
|
/s/ Jing Leng
|
|
|
Name:
|
Jing Leng
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Erxin Zeng his or her
true and lawful attorney in fact and agent with full power of substitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any and all amendments (including post effective amendments) to this registration statement, and
to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney in fact and agent, or his/her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons and in the capacities
and on the dates indicated.
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/
Erxin Zeng
|
|
Chief Executive Officer and Chairman of the
Board
|
|
July 10, 2019
|
Erxin Zeng
|
|
|
|
|
|
|
|
|
|
/s/
Jing Leng
|
|
Chief Financial Officer
|
|
July 10, 2019
|
Jing Leng
|
|
|
|
|
|
|
|
|
|
/s/
Xiaohui Liu
|
|
Director
|
|
July 10, 2019
|
Xiaohui Liu
|
|
|
|
|
|
|
|
|
|
/s/
Yanjun Cui
|
|
Independent Director
|
|
July 10, 2019
|
Yanjun Cui
|
|
|
|
|
|
|
|
|
|
/s/
Wei Liang
|
|
Independent Director
|
|
July 10, 2019
|
Wei Liang
|
|
|
|
|
|
|
|
|
|
/s/
Hui Shen
|
|
Independent Director
|
|
July 10, 2019
|
Hui Shen
|
|
|
|
|
II-4
Golden Bull (NASDAQ:DNJR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Golden Bull (NASDAQ:DNJR)
Historical Stock Chart
From Apr 2023 to Apr 2024