Registration Statement by Foreign Issuer (Form F-1)
As filed with the
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 6411 | Not Applicable | |||
| (State or other jurisdiction of incorporation or organization) |
( Classification Code Number) |
(I.R.S. Employer Identification No.) |
(+86) 13910563795
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
(212) 947-7200
(
With a Copy to:
(212) 530-2206
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. | x |
| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ¨ |
| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ¨ |
| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | ¨ |
| Indicate by check mark whether the registrant is 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 |
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which 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 the registration statement shall become effective on such date as the
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
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED
11,494,445Class A Ordinary Shares
Offered by the Selling Shareholders
This prospectus relates to the offer and resale, by the selling shareholders identified in this prospectus (the "Selling Shareholders", each individually, the "Selling Shareholder"), of up to an aggregate of 11,494,445 Class A ordinary shares, par value
On
Each Subscription Agreement provides that the respective Purchaser is entitled to the following: (i) one demand registration with respect to her purchased shares (such demand registration right will be terminated on the thirty six-month anniversary of the date of the Subscription Agreement, (ii) the right to purchase up to the same number of the Class A Ordinary Shares purchased at a per share price of
On
On
We are not selling any Class A Ordinary Shares under this prospectus and will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.
Information regarding the Selling Shareholders, the number of Class A Ordinary Shares that may be sold by them, and the times and manner in which they may offer and sell the Class A Ordinary Shares under this prospectus is provided under the sections titled "Selling Shareholders" and "Plan of Distribution," respectively, in this prospectus. We do not know when or in what amount the Selling Shareholders may offer the Class A Ordinary Shares for sale. The Selling Shareholders may sell any, all, or none of the Class A Ordinary Shares offered by this prospectus.
Our Class A Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol "TIRX." On
We are a holding company incorporated in the
Under
On
As advised by our PRC Counsel,
We are also subject to legal and operational risks associated with being based in and having the majority of the Company's operations in
As of the date of this prospectus, these new laws and guidelines have not impacted the Company's ability to conduct its business, accept foreign investments, or list on a
Furthermore, as more stringent criteria have been imposed by the
Regulatory Developments on Overseas-listing
On
On
On
Under the Trial Measures and the Guidance Rules and Notice, domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following submission of initial public offerings or listing applications. The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations or stock exchanges for its offering and listing before
As of the date of this prospectus, neither we nor any of the PRC operating entities have been subject to any investigation, or received any warning, or sanction from the CSRC or other applicable government authorities related to the offering of our securities.
Cash Transfers and Dividend Distribution
Cash is transferred among our Company, our subsidiaries, and the VIE, in the following manners: (i) funds are transferred to our WFOE from our Company as needed through TRX HK, our
Current PRC regulations permit WFOE to pay dividends to TRX HK only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Cash dividends, if any, on our Class A Ordinary Shares would be paid in
Permissions Required from PRC Authorities
As advised by our PRC counsel, Yuan Tai Law Offices, as of the date of this prospectus, other than the CSRC filings that were initiated by us and are under review of the CSRC, our Company, our subsidiaries, and the VIE and its subsidiaries, (i) are not required to obtain additional permissions or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and (iii) have not received or were denied such permission by any Chinese authorities. However, we cannot assure you that the PRC regulatory agencies, including the CAC or the CSRC, would take the same view as we do, and there is no assurance that the VIE and its subsidiaries are always able to successfully update or renew the licenses or permits required in a timely manner or that these licenses or permits are sufficient to conduct all of their present or future business. If the VIE or any of its subsidiaries (i) does not receive or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required, or (iii) applicable laws, regulations, /or interpretations change and the VIE or any of its subsidiaries is required to obtain such permissions or approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services, which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless. See "ITEM 3. KEY INFORMATION-D. Risk Factors-Risks Relating to Doing Business in
We are an "emerging growth company" and a "foreign private issuer", each as defined under federal securities laws, as amended, and, as such, will be subject to reduced public company reporting requirements.
Investing in ourClass A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See "Risk Factors" beginning on page 19 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.
Neither the
The date of this prospectus is
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-1 that we filed with the
You should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus. We have not authorized anyone to provide you with information that is in addition to or different from what is contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not offering to sell or solicit any securities other than the Class A Ordinary Shares offered by this prospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our Class A Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since that date.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled "Where You Can Find More Information."
Our financial statements are prepared and presented in accordance with
We have not taken any action to permit a public offering of the securities outside
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COMMONLY USED DEFINED TERMS
Unless otherwise indicated or the context requires otherwise, references in this prospectus to:
| · | "Affiliated Entities" are to our subsidiaries and TRX ZJ and its subsidiaries and branch offices; |
| · | "China" or the "PRC" are to |
| · | "Class A Ordinary Shares" are to our Class A ordinary shares, par value |
| · | "Class B Ordinary Shares" are to our Class B ordinary shares, par value |
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| · | "shares", "Shares" or "Ordinary Shares" are to our Class A Ordinary Shares and Class B Ordinary Shares, collectively; |
| · | "TRX BJ" or "WFOE" are to |
| · | "TRX HK" are to the Company's wholly owned subsidiary, TRX HONGKONG INVESTMENT LIMITED, a |
| · | "TRX SX Branch", "TRX SD Branch", "TRX HN Branch", "TRX BJ Branch", "TRX Shanxi Branch", "TRX CQ Branch", or "TRX HB Branch" are to TRX ZJ's respective branch offices in the PRC; |
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"TRX ZJ" are to |
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"TYDW Technology" are to |
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"VIE" are to a variable interest entity; |
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| · | "we", "us", "TRX", the "Company" or the "Group" are to |
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PROSPECTUS SUMMARY
The summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus and the documents incorporated therein by reference. You should read carefully the entire documents, including our financial statements and related notes, to understand our business, theClass A Ordinary Shares, and the other considerations that are important to your decision to invest in our securities. You should pay special attention to the "Risk Factors" section of this prospectus.
Our Company
We are a holding company incorporated in the
Under
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The VIE, TRX ZJ, and its subsidiaries, distribute a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and miscellaneous insurance. We act on behalf of our customers seeking insurance coverage from insurance companies and take pride in our premium customer service. Previously, our
As an insurance broker, TRX ZJ does not assume underwriting risks. Instead, it distributes insurance products underwritten by insurance companies operating in
Products and Services
TRX ZJ markets and sells two broad categories of insurance products: (1) property and casualty insurance products, and (2) other insurance products, both focused on meeting the insurance needs of institutions and individuals.
Property and Casualty Insurance Products
TRX ZJ's main property and casualty insurance products are commercial property insurance, liability insurance, and accidental insurance. In addition, it also offers automobile insurance products. Commissions from property and casualty insurance products accounted for 92.6%, 85.8%, 97.0% and 98.0% of the total commissions for the fiscal years ended on
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Life Insurance Products
Life insurance is a major component of
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Health Insurance Products
According to the NFRA, health insurance accounted for 8.82% of the insurance market in terms of premium income in 2023. TRX ZJ began offering health insurance products in 2017 with a focus on pension and supplementary health care. In fiscal year 2023, 2022, and 2021, and six months ended
Institutional
Beginning in
Needbao: Online Insurance Center
In
In
Distribution Network and Marketing
TRX ZJ has built a distribution network that, as of
TRX ZJ uses three main approaches to market and promote products and services.
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The main function of the local branches is to distribute insurance products in local markets, relying on the sales professionals in the seven branches as of the date of the prospectus. To expand distributing network, in
| · | Online Platform |
TRX ZJ places targeted online advertisements on our promotional partners' Internet platforms to promote products and services to potential customers. Our partners are strategically selected based on their industries and propensity of generating insurance customers. As of the date of this prospectus, TRX ZJ cooperate with
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| · | Cross-industry Cooperation |
TRX ZJ collaborates with non-insurance-service companies to acquire new customers for insurance products. The cross-industry promotional partners are in various lines of businesses, including financial services, media, and car manufacturing and sales, etc. Through the business activities of these companies, TRX ZJ generates sales leads for insurance products. For example, the main customers of the commercial property and liability insurance are institutions, and TRX ZJ markets these products by participating in cultural and community events organized by media companies, providing opportunities to meet potential customers. TRX ZJ also uses other channels such as sponsoring salons and conferences organized by professional and business organizations to introduce insurance products to institutional customers.
Our Corporate Structure
The following diagram illustrates our current corporate structure, which includes our significant subsidiaries as of the date of this prospectus:
VIE Agreements Between WFOE and TRX ZJ
Neither we nor our subsidiaries own any equity interest in TRX ZJ. Instead, we control and receive the economic benefits of TRX ZJ's business operation through a series of contractual arrangements. WFOE, TRX ZJ, and TRX ZJ's sole shareholder,
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The sole direct shareholder of TRX ZJ is
According to the Exclusive Business Cooperation and Service Agreement, TRX ZJ is obligated to pay service fees to WFOE in an amount approximately equal to the net income of TRX ZJ after deduction of the required PRC statutory reserve.
Each of the VIE Agreements is described in detail below:
Exclusive Business Cooperation and Service Agreement
Pursuant to the Exclusive Business Cooperation and Service Agreement between TRX ZJ, WFOE and the TRX ZJ Shareholder, WFOE provides TRX ZJ with technical support, consulting services, intellectual services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, TRX ZJ granted an irrevocable and exclusive option to WFOE to purchase from TRX ZJ, any or all of its assets at the lowest purchase price permitted under PRC laws. Should WFOE exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to TRX ZJ by WFOE under this agreement, WFOE is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, the plus amount of the services fees or ratio decided by the board of directors of WFOE based on the value of services rendered by WFOE and the actual income of TRX ZJ from time to time, which is approximately equal to the net income of TRX ZJ after deduction of the required PRC statutory reserve.
The Exclusive Business Cooperation and Service Agreement shall remain in effect for twenty years, and can only be terminated earlier if one of the parties defaults or enters into liquidation process (either voluntary or compulsory), or is prohibited to conduct business by the governmental authority liquidated. WFOE is entitled to renew the agreement by providing a written notice to TRX ZJ.
The CEO of WFOE,
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Equity Interest Pledge Agreement
Under the Equity Interest Pledge Agreement between WFOE, TRX ZJ and the TRX ZJ Shareholder, the TRX ZJ Shareholder pledged all of its equity interests in TRX ZJ to WFOE to guarantee the performance of TRX ZJ's obligations under the Exclusive Business Cooperation and Service Agreement. Under the terms of the Equity Pledge Agreement, in the event that TRX ZJ or the TRX ZJ Shareholder breach their respective contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. The TRX ZJ Shareholder also agreed that upon occurrence of any event of default, as set forth in the Equity Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws. The TRX ZJ Shareholder further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE's interest.
The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation and Service Agreement have been paid by TRX ZJ. WFOE shall cancel or terminate the Equity Interest Pledge Agreement upon TRX ZJ's full payment of the fees payable under the Exclusive Business Cooperation and Service Agreement.
The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of TRX ZJ's obligations under the Exclusive Business Cooperation and Service Agreement, (2) make sure the TRX ZJ Shareholder does not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice WFOE's interests without WFOE's prior written consent, and (3) provide WFOE control over TRX ZJ. In the event TRX ZJ breaches its contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE will be entitled to foreclose on the TRX ZJ Shareholder' equity interests in TRX ZJ and may (1) exercise its option to purchase or designate third parties to purchase part or all of their equity interests in TRX ZJ and WFOE may terminate the VIE Agreements after acquisition of all equity interests in TRX ZJ or form a new VIE structure with the third parties designated by WFOE; or (2) dispose of the pledged equity interests and be paid in priority out of proceed from the disposal in which case the VIE structure will be terminated.
Share Disposal and Exclusive Option to Purchase Agreement
Under the Share Disposal And Exclusive Option to Purchase Agreement, the TRX ZJ Shareholder irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of its equity interests in TRX ZJ. The option price is equal to the capital paid in by the TRX ZJ Shareholder subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of the date of this prospectus, if WFOE exercised such option, the total option price that would be paid to all of the TRX ZJ Shareholder would be
Under the Share Disposal and Exclusive Option to Purchase Agreement, WFOE may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the TRX ZJ Shareholder' equity interests in TRX ZJ. The Share Disposal and Exclusive Option to Purchase Agreement, together with the Equity Pledge Agreement, Exclusive Business Cooperation and Service Agreement, and the Proxy Agreement, enable WFOE to exercise effective control over TRX ZJ.
The Share Disposal and Exclusive Option to Purchase Agreement remains effective for a term of 20 years, can only be terminated if one party defaults, and may be renewed at WFOE's election.
Proxy Agreement
Under the Proxy Agreement, the TRX ZJ Shareholder authorized WFOE to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders' meetings; (b) exercising all the shareholder's rights, including voting, that shareholders are entitled to under PRC laws and the articles of association of TRX ZJ, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of TRX ZJ.
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The term of the Proxy Agreement is the same as the term of the Share Disposal and Exclusive Option to Purchase Agreement. The Proxy Agreement is irrevocable and continuously valid from the date of execution of the Proxy Agreement, so long as the TRX ZJ Shareholder is the shareholder of Company.
Corporate Information
Our principal executive office is located at
Summary of Risk Factors
Investing in our securities involves significant risks. You should carefully consider all of the information and the risks and uncertainties summarized below, the risks described under "Item 3. Key Information-D. Risk Factors" that appears in the 2023 Annual Report, which is incorporated by reference herein, the "Risk Factors" section beginning on page 19 of this prospectus, and the risk factors contained in any applicable prospectus supplement or in the other documents that are filed after the date hereof and incorporated by reference in this prospectus before making an investment in our securities. Below is a summary of the principal risks and uncertainties we face, organized under relevant headings. These risks are discussed more fully in the section titled "Risk Factors" in this prospectus and "Item 3. Key Information-D. Risk Factors" that appears in the 2023 Annual Report, which is incorporated by reference herein.
For More detailed discussions of the following risk, see "Risk Factors" on page 19 of this prospectus.
| · | The sale of a substantial amount of our Class A Ordinary Shares by the Selling Shareholders in the public market could adversely affect the prevailing market price of our Class A Ordinary Shares. |
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We have in the past, and may in the future, identify material weaknesses in our disclosure controls and procedures. If not remediated, our failure to establish and maintain effective disclosure controls and procedures could result in material misstatements and a failure to meet our reporting obligations, each of which could have a material adverse effect on our financial condition and the trading price of our securities. |
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| · | The judicial freezing of the shares of the VIE, TRX ZJ, held by its sole shareholder, |
Risks Related to our Business and Industry
For more detailed discussions of the following risks, see "Risk Factors-Risks Related to our Business and Industry" on pages 14 through 18 of the 2023 Annual Report.
| · | Our limited operating history and our limited experience in distributing insurance products, may not provide an adequate basis to judge our future prospects and results of operations. |
| · | We are subject to all the risks and uncertainties in an industry which is still in development in |
| · | Because the commission revenue we eaon the sale of insurance products is based on premiums and commissions and fee rates set by insurance companies, any decrease in these premiums, commission or fee rates may have an adverse effect on our results of operation. |
| · | Competition in our industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected. |
| · | Quarterly and annual variations in our commission and fee revenue may have unexpected impacts on our results of operations. |
| · | If our contracts with insurance companies are terminated or changed, our business and operating results could be adversely affected. |
| · | If our largest insurance company partners terminate or change the material terms of their contracts with us, it would be difficult for us to replace the lost commissions, which could adversely affect our business and operating results. |
| · | We may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results. |
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The investment in our online platform has not been successful, and our growth, business prospects and results of operations may be materially and adversely affected. |
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Any significant failure in our information technology systems could have a material adverse effect on our business and profitability. |
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Our future success depends on the continuing efforts of our senior management team and other key personnel, and our business may be harmed if we lose their services. |
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We do not currently have business insurance to cover our main assets and business. Any uninsured occurrence of business disruption, litigation or natural disaster could expose us to significant costs, which could have an adverse effect on our results of operations. |
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Because our industry is highly regulated, any material changes in the regulatory environment could change the competitive landscape of our industry or require us to change the way we do business. The administration, interpretation and enforcement of the laws and regulations currently applicable to us could change rapidly. If we fail to comply with applicable laws and regulations, we may be subject to civil and criminal penalties or lose the ability to conduct business with our clients, which could materially and adversely affect our business and results of operations. |
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| · | Our business could be negatively impacted if we are unable to adapt our services to regulatory changes in |
| · | Agent and employee misconduct is difficult to detect and deter and could harm our reputation or lead to regulatory sanctions or litigation costs. |
Risks Related to Our Corporate Structure
For more detailed discussions of the following risks, see "Risk Factors-Risks Related to our Corporate Structure" on pages 18 through 23 of the 2023 Annual Report.
| · | Because we conduct our brokerage business through TRX ZJ, a VIE entity, if the PRC government finds that the VIE Agreements that establish the structure for operating our businesses in |
| · | We rely on the VIE Agreements with TRX ZJ, a VIE entity, and its shareholder for our |
| · | If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations. |
| · | Our shareholders are subject to greater uncertainties because we operate through a VIE structure even though the Insurance Brokerage Industry falls within the permitted category in accordance with the Catalogue and the Negative List. |
| · | The VIE Agreements may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment. |
| · | Any failure by the VIE or its shareholder to perform their obligations under the VIE Agreements would have a material adverse effect on our business. |
| · | Our dual class share structure concentrates a high percentage of the aggregate voting power of our total issued and outstanding share capital in Ms. Mufang Gao, who is the director and the controlling shareholder of |
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The shareholder of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. |
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| · | PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and VIE, which could materially and adversely affect our liquidity and our ability to fund and expand our business. |
| · | Because we are a |
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We have identified several control deficiencies in our internal control over financial reporting. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. |
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Risks Related to Doing Business in
For more detailed discussions of the following risks, see "Risk Factors-Risks Related to Doing Business in
| · | The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. |
| · | A severe or prolonged downtuin the global or Chinese economy could materially and adversely affect our business and our financial condition. |
| · | We face risks related to health epidemics, such as the COVID-19 pandemic, which could disrupt our operations and adversely affect our business, financial condition and results of operations. |
| · | Our current corporate structure and business operations may be affected by the Foreign Investment Law. |
| · | PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may materially and adversely affect our business and impede our ability to continue our operations. |
| · | Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment. |
| · | Because our business is conducted in RMB and the price of our Class A Ordinary Shares is quoted in |
| · | Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a "resident enterprise" of |
| · | We may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business. |
| · | There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. |
| · | If we become directly subject to the scrutiny, criticism and negative publicity involving |
| · | The disclosures in our reports and other filings with the |
| · | The failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure. |
| · | Increases in labor costs in the PRC may adversely affect our business and our profitability. |
| · | Failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties. |
| · | Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. |
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| · | Failure to make adequate contributions to the housing fund for some of our employees could adversely affect our financial condition and we may be subject to labor disputes or complaints. |
| · | We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of the insurance industry, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations. |
| · | The Chinese government may exert more oversight and control over overseas public offerings conducted by |
| · | Greater oversight by the |
| · | The joint statement by the |
| · | To the extent cash in the business is in the PRC/ |
| · | Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in |
Risks Related to Our Class A Ordinary Shares and
For more detailed discussions of the following risks, see "Risk Factors- Risks Related to Our Class A Ordinary Shares and
| · | We do not intend to pay dividends for the foreseeable future. |
| · | If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline. |
| · | The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price. |
| · | Because we are an "emerging growth company," we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares. |
| · | As a foreign private issuer, we are not subject to certain |
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Anti-takeover provisions in our amended and restated memorandum and articles of association may discourage, delay or prevent a change in control. |
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The Nasdaq Capital Market imposes listing standards on our Class A Ordinary Shares that we may not be able to fulfill, thereby leading to a possible delisting of our Ordinary Shares. We are currently facing such risk. |
Selected Condensed Consolidating Financial Schedule of TRX and Its Subsidiaries and VIE
The following tables present selected condensed consolidating balance sheets as of
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SELECTED CONDENSED CONSOLIDATING BALANCE SHEETS
| As of |
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| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Cash | $ | 23,427 | $ | 78,069 | $ | 12 | $ | 27,354,994 | $ | - | $ | 27,456,502 | ||||||||||||
| Restricted cash | $ | - | $ | - | $ | - | $ | 700,530 | $ | - | $ | 700,530 | ||||||||||||
| Consulting fee receivable due from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (694,490 | ) | $ | - | $ | 694,490 | $ | - | |||||||||||
| Total current assets | $ | 24,168 | $ | 78,069 | $ | (678,315 | ) | $ | 28,136,797 | $ | 694,490 | $ | 28,255,209 | |||||||||||
| Investments in a subsidiary | $ | 34,777,630 | $ | 6,625,770 | $ | - | $ | - | $ | (41,403,400 | ) | $ | - | |||||||||||
| Accumulated benefits through VIE and VIE's subsidiaries | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Note receivable | $ | - | $ | 7,800,000 | $ | - | $ | - | $ | - | $ | 7,800,000 | ||||||||||||
| Total non-current assets | $ | 34,777,630 | $ | 16,270,731 | $ | 1,432 | $ | 65,691 | $ | (41,403,400 | ) | $ | 9,712,084 | |||||||||||
| Total assets | $ | 34,801,798 | $ | 16,348,800 | $ | (676,883 | ) | $ | 28,202,488 | $ | (40,708,910 | ) | $ | 37,967,293 | ||||||||||
| Consulting fee payable due to WFOE | $ | - | $ | - | $ | - | $ | (694,490 | ) | $ | 694,490 | $ | - | |||||||||||
| Total liabilities | $ | 2,458,710 | $ | 9,376,172 | $ | 500,373 | $ | 554,697 | $ | (7,265,747 | ) | $ | 5,624,205 | |||||||||||
| Total equity | $ | 32,343,088 | $ | 6,972,628 | $ | (1,177,256 | ) | $ | 27,647,791 | $ | (33,443,163 | ) | $ | 32,343,088 | ||||||||||
| Total liabilities and equity | $ | 34,801,798 | $ | 16,348,800 | $ | (676,883 | ) | $ | 28,202,488 | $ | (40,708,910 | ) | $ | 37,967,293 |
| As of |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Cash | $ | - | $ | - | $ | 121 | $ | 2,262 | $ | - | $ | 2,383 | ||||||||||||
| Restricted cash | $ | - | $ | - | $ | - | $ | 692,692 | $ | - | $ | 692,692 | ||||||||||||
| Short-term investments | $ | - | $ | - | $ | - | $ | 26,797,081 | $ | - | $ | 26,797,081 | ||||||||||||
| Consulting fee receivable due from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (857,811 | ) | $ | - | $ | 857,811 | $ | - | |||||||||||
| Total current assets | $ | 741 | $ | - | $ | (842,405 | ) | $ | 27,602,477 | $ | 857,811 | $ | 27,618,624 | |||||||||||
| Investments in a subsidiary | $ | 34,289,258 | $ | 6,468,263 | $ | - | $ | - | $ | (40,757,521 | ) | $ | - | |||||||||||
| Accumulated benefits through VIE and VIE's subsidiaries | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Note receivable | $ | - | $ | 7,800,000 | $ | - | $ | - | $ | - | $ | 7,800,000 | ||||||||||||
| Total non-current assets | $ | 34,289,258 | $ | 14,268,263 | $ | - | $ | 61,150 | $ | (40,757,521 | ) | $ | 7,861,150 | |||||||||||
| Total assets | $ | 34,289,999 | $ | 14,268,263 | $ | (842,405 | ) | $ | 27,663,627 | $ | (39,899,710 | ) | $ | 35,479,774 | ||||||||||
| Consulting fee payable due to WFOE | $ | - | $ | - | $ | - | $ | (857,811 | ) | $ | 857,811 | $ | - | |||||||||||
| Total liabilities | $ | 1,873,093 | $ | 7,501,149 | $ | 492,358 | $ | 290,935 | $ | (7,094,667 | ) | $ | 3,062,868 | |||||||||||
| Total equity | $ | 32,416,906 | $ | 6,767,114 | $ | (1,334,763 | ) | $ | 27,372,692 | $ | (32,805,043 | ) | $ | 32,416,906 | ||||||||||
| Total liabilities and equity | $ | 34,289,999 | $ | 14,268,263 | $ | (842,405 | ) | $ | 27,663,627 | $ | (39,899,710 | ) | $ | 35,479,774 |
| As of |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Cash | $ | - | $ | 591 | $ | 552 | $ | 1,365 | $ | - | $ | 2,508 | ||||||||||||
| Restricted cash | $ | - | $ | - | $ | - | $ | 692,734 | $ | - | $ | 692,734 | ||||||||||||
| Short-term investments | $ | - | $ | - | $ | - | $ | 26,179,662 | $ | - | $ | 26,179,662 | ||||||||||||
| Note receivable | $ | - | $ | 7,500,000 | $ | - | $ | - | $ | - | $ | 7,500,000 | ||||||||||||
| Consulting fee receivable due from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (1,183,163 | ) | $ | - | $ | 1,183,163 | $ | - | |||||||||||
| Total current assets | $ | - | $ | 7,762,783 | $ | (1,167,350 | ) | $ | 27,095,289 | $ | 1,167,902 | $ | 34,858,624 | |||||||||||
| Investments in a subsidiary | $ | 34,031,304 | $ | 6,181,567 | $ | - | $ | - | $ | (40,212,871 | ) | $ | - | |||||||||||
| Accumulated benefits through VIE and VIE's subsidiaries | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Total non-current assets | $ | 34,031,304 | $ | 6,181,567 | $ | - | $ | 172,204 | $ | (40,212,871 | ) | $ | 172,204 | |||||||||||
| Total assets | $ | 34,031,304 | $ | 13,944,350 | $ | (1,167,350 | ) | $ | 27,267,493 | $ | (39,044,969 | ) | $ | 35,030,828 | ||||||||||
| Consulting fee payable due to WFOE | $ | - | $ | - | $ | - | $ | (1,183,163 | ) | $ | 1,183,163 | $ | - | |||||||||||
| Total liabilities | $ | 549,282 | $ | 7,498,621 | $ | 454,110 | $ | (180,682 | ) | $ | (6,772,525 | ) | $ | 1,548,806 | ||||||||||
| Total equity | $ | 33,482,022 | $ | 6,445,729 | $ | (1,621,460 | ) | $ | 27,448,175 | $ | (32,272,444 | ) | $ | 33,482,022 | ||||||||||
| Total liabilities and equity | $ | 34,031,304 | $ | 13,944,350 | $ | (1,167,350 | ) | $ | 27,267,493 | $ | (39,044,969 | ) | $ | 35,030,828 |
| As of |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Cash | $ | 57,126 | $ | 635 | $ | 190,433 | $ | 29,776,178 | $ | - | $ | 30,024,372 | ||||||||||||
| Restricted cash | $ | - | $ | - | $ | - | $ | 819,269 | $ | - | $ | 819,269 | ||||||||||||
| Consulting fee receivable due from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (480,207 | ) | $ | - | $ | 480,207 | $ | - | |||||||||||
| Total current assets | $ | 279,814 | $ | 635 | $ | (263,282 | ) | $ | 31,132,765 | $ | 480,207 | $ | 31,630,139 | |||||||||||
| Investments in a subsidiary | $ | 38,757,421 | $ | 6,916,878 | $ | - | $ | - | $ | (45,674,299 | ) | $ | - | |||||||||||
| Accumulated benefits through VIE and VIE's subsidiaries | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Total non-current assets | $ | 38,757,421 | $ | 14,529,892 | $ | - | $ | 1,107,313 | $ | (45,674,299 | ) | $ | 8,720,327 | |||||||||||
| Total assets | $ | 39,037,235 | $ | 14,530,527 | $ | (263,282 | ) | $ | 32,240,078 | $ | (45,194,092 | ) | $ | 40,350,466 | ||||||||||
| Consulting fee payable due to WFOE | $ | - | $ | - | $ | - | $ | (480,207 | ) | $ | 480,207 | $ | - | |||||||||||
| Total liabilities | $ | 42,333 | $ | 7,486,317 | $ | 622,867 | $ | 833,024 | $ | (7,628,977 | ) | $ | 1,355,564 | |||||||||||
| Total equity | $ | 38,994,902 | $ | 7,044,210 | $ | (886,149 | ) | $ | 31,407,054 | $ | (37,565,115 | ) | $ | 38,994,902 | ||||||||||
| Total liabilities and equity | $ | 39,037,235 | $ | 14,530,527 | $ | (263,282 | ) | $ | 32,240,078 | $ | (45,194,092 | ) | $ | 40,350,466 |
12
SELECTED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
| For the Six Months Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | 178,345 | $ | - | $ | 178,345 | ||||||||||||
| Loss from operations | $ | (2,815,756 | ) | $ | (30,169 | ) | $ | (816 | ) | $ | (116,089 | ) | $ | - | $ | (2,962,830 | ) | |||||||
| Consulting fee income from VIE and VIE's subsidiaries | $ | - | $ | - | $ | 163,321 | $ | - | $ | (163,321 | ) | $ | - | |||||||||||
| Income for equity method investment | $ | 210,433 | $ | 162,505 | $ | - | $ | - | $ | (372,938 | ) | $ | - | |||||||||||
| Consulting fee in relation to services rendered by WFOE | $ | - | $ | - | $ | - | $ | 163,321 | $ | (163,321 | ) | $ | - | |||||||||||
| Net (loss) income | $ | (2,605,349 | ) | $ | 210,433 | $ | 162,505 | $ | - | $ | (372,938 | ) | $ | (2,605,349 | ) | |||||||||
| Comprehensive (loss) income | $ | (2,605,349 | ) | $ | 210,512 | $ | 157,507 | $ | 429,756 | $ | (536,259 | ) | $ | (2,343,833 | ) |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | 1,244,247 | $ | - | $ | 1,244,247 | ||||||||||||
| Loss from operations | $ | (2,773,070 | ) | $ | - | $ | (40,605 | ) | $ | (202,651 | ) | $ | - | $ | (3,016,326 | ) | ||||||||
| Consulting fee income from VIE and VIE's subsidiaries | $ | - | $ | - | $ | 325,352 | $ | - | $ | (325,352 | ) | $ | - | |||||||||||
| Income for equity method investment | $ | 319,088 | $ | 284,399 | $ | - | $ | - | $ | (603,487 | ) | $ | - | |||||||||||
| Consulting fee in relation to services rendered by WFOE | $ | - | $ | - | $ | - | $ | 325,352 | $ | (325,352 | ) | $ | - | |||||||||||
| Net (loss) income | $ | (2,453,982 | ) | $ | 319,088 | $ | 284,399 | $ | - | $ | (603,487 | ) | $ | (2,453,982 | ) | |||||||||
| Comprehensive (loss) income | $ | (2,453,982 | ) | $ | 319,088 | $ | 286,696 | $ | 261,921 | $ | (928,839 | ) | $ | (2,515,116 | ) |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | 1,351,909 | $ | - | $ | 1,351,909 | ||||||||||||
| Loss from operations | $ | (4,027,306 | ) | $ | (22 | ) | $ | (90,824 | ) | $ | (950,762 | ) | $ | - | $ | (5,068,914 | ) | |||||||
| Consulting fee loss from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (702,956 | ) | $ | - | $ | 702,956 | $ | - | |||||||||||
| Loss for equity method investment | $ | (656,883 | ) | $ | (793,713 | ) | $ | - | $ | - | $ | 1,450,596 | $ | - | ||||||||||
| Consulting fee in relation to services rendered by WFOE | $ | - | $ | - | $ | - | $ | (702,956 | ) | $ | 702,956 | $ | - | |||||||||||
| Net loss | $ | (4,684,189 | ) | $ | (656,883 | ) | $ | (793,713 | ) | $ | - | $ | 1,450,596 | $ | (4,684,189 | ) | ||||||||
| Comprehensive loss | $ | (4,684,189 | ) | $ | (656,883 | ) | $ | (735,311 | ) | $ | (4,478,836 | ) | $ | 2,153,552 | $ | (8,401,667 | ) |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Revenues | $ | - | $ | - | $ | 14,552 | $ | 2,776,065 | $ | - | $ | 2,790,617 | ||||||||||||
| Loss from operations | $ | (775,119 | ) | $ | (364 | ) | $ | (245,598 | ) | $ | (1,232,723 | ) | $ | - | $ | (2,253,804 | ) | |||||||
| Consulting fee loss from VIE and VIE's subsidiaries | $ | - | $ | - | $ | (1,052,348 | ) | $ | - | $ | 1,052,348 | $ | - | |||||||||||
| Loss for equity method investment | $ | (1,169,458 | ) | $ | (1,297,878 | ) | $ | - | $ | - | $ | 2,467,336 | $ | - | ||||||||||
| Consulting fee in relation to services rendered by WFOE | $ | - | $ | - | $ | - | $ | (1,052,348 | ) | $ | 1,052,348 | $ | - | |||||||||||
| Net loss | $ | (1,944,577 | ) | $ | (1,169,458 | ) | $ | (1,297,878 | ) | $ | - | $ | 2,467,336 | $ | (1,944,577 | ) | ||||||||
| Comprehensive loss | $ | (1,944,577 | ) | $ | (1,169,458 | ) | $ | (1,302,262 | ) | $ | (833,841 | ) | $ | 3,519,684 | $ | (1,730,454 | ) |
13
SELECTED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
| For the Six Months Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (18,137 | ) | $ | (1,347 | ) | $ | (1,541 | ) | $ | 279,235 | $ | - | $ | 258,210 | |||||||||
| Net cash (used in) provided by investing activities | $ | (16,423 | ) | $ | 79,337 | $ | 1,429 | $ | 27,336,938 | $ | 13,550 | $ | 27,414,831 | |||||||||||
| Net cash provided by financing activities | $ | 57,987 | $ | - | $ | - | $ | - | $ | - | $ | 57,987 |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | - | $ | 300,000 | $ | (14,464 | ) | $ | 708,768 | $ | - | $ | 994,304 | |||||||||||
| Net cash (used in) provided by investing activities | $ | - | $ | (300,591 | ) | $ | 14,019 | $ | (692,717 | ) | $ | (13,428 | ) | $ | (992,717 | ) | ||||||||
| Net cash used in financing activities | $ | - | $ | - | $ | - | $ | (283 | ) | $ | - | $ | (283 | ) |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (408,882 | ) | $ | (44 | ) | $ | (81,952 | ) | $ | 292,118 | $ | - | $ | (198,760 | ) | ||||||||
| Net cash used in investing activities | $ | - | $ | - | $ | (101,800 | ) | $ | (28,897,466 | ) | $ | 101,800 | $ | (28,897,466 | ) | |||||||||
| Net cash provided by financing activities | $ | 351,756 | $ | - | $ | - | $ | - | $ | (351,756 | ) | $ | - |
| For the Year Ended |
||||||||||||||||||||||||
| TRX | Subsidiary | VIE and its | ||||||||||||||||||||||
| (Cayman | (Hong | WFOE | Subsidiaries | Consolidated | ||||||||||||||||||||
| Islands) | Kong) | (PRC) | (PRC) | Eliminations | Total | |||||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (955,774 | ) | $ | 14,318 | $ | (271,706 | ) | $ | (150,776 | ) | $ | - | $ | (1,363,938 | ) | ||||||||
| Net cash used in investing activities | $ | (32,314,003 | ) | $ | (7,500,000 | ) | $ | - | $ | (3,411 | ) | $ | 32,314,003 | $ | (7,503,411 | ) | ||||||||
| Net cash provided by (used in) financing activities | $ | 33,326,683 | $ | (13,683 | ) | $ | 459,839 | $ | (1,130,358 | ) | $ | - | $ | 32,642,481 |
14
ROLL-FORWARD OF INVESTMENTS IN SUBSIDIARIES
| Balance as of |
$ | 8,638,773 | ||
| Additional investment in subsidiaries | 31,073,983 | |||
| Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive loss | (955,335 | ) | ||
| Balance as of |
$ | 38,757,421 | ||
| Decrease in investment in subsidiaries | (351,756 | ) | ||
| Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive loss | (4,374,361 | ) | ||
| Balance as of |
$ | 34,031,304 | ||
| Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive income | 257,954 | |||
| Balance as of |
$ | 34,289,258 | ||
| Additional investment in subsidiaries | 16,423 | |||
| Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive income | 471,949 | |||
| Balance as of |
$ | 34,777,630 |
15
Implications of Being an
As a company with less than
| · | may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations; |
| · | are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; |
| · | are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
| · | are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency," and "say-on-golden-parachute" votes); |
| · | are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure; |
| · | are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and |
| · | will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering. |
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the "Securities Act") occurred, if we have more than
16
We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, we are exempt from certain provisions applicable to
| · | we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; |
| · | for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; |
| · | we are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
| · | we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
| · | we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and |
| · | we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. |
The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country, which for us is the
17
The Offering
|
Issuer |
||
| Class AOrdinary Shares offered by the Selling Shareholders |
Up to 11,494,445 Class A Ordinary Shares consisting of (i) 5,400,000 Class A Ordinary Shares issued and up to 5,400,000 Class A Ordinary Shares issuable pursuant to the Subscription Agreements; and (ii) 694,445 Class A Ordinary Shares issued to |
|
|
Ordinary Shares Issued and Outstanding prior to the Offering |
7,816,353 Ordinary Shares consisting of 7,766,353 Class A Ordinary Shares and 50,000 Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares will generally vote together as one class on all resolutions submitted to a vote by the Members, unless the resolution relates to a materially adverse variation of the rights attached to any class of shares. Each Class B Ordinary Share shall entitle the holder thereof to eighteen (18) votes on all matters subject to vote at general meetings of the Company, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. |
|
| Use of proceeds | We will not receive any proceeds from the sale of the Class A Ordinary Shares by the selling shareholders. All net proceeds from the sale of the Class A Ordinary Shares covered by this prospectus will go to the selling shareholders. See "Use of Proceeds." | |
| Risk factors | Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 19 of this prospectus and in the other documents incorporated by reference into this prospectus. | |
| Listing | Our Class A Ordinary Shares are listed on Nasdaq under the symbol "TIRX." |
18
RISK FACTORS
An investment in our securities involves significant risk. Before making an investment in our securities, you should carefully consider the risk factors set forth in our most recent Annual Report on Form 20-F for the fiscal year ended
The sale of a substantial amount of ourClass A Ordinary Shares by the Selling Shareholders in the public market could adversely affect the prevailing market price of our Class A Ordinary Shares.
We are registering for resale of up to 11,494,445 Class A Ordinary Shares, par value
We have in the past, and may in the future, identify material weaknesses in our disclosure controls and procedures. If not remediated, our failure to establish and maintain effective disclosure controls and procedures could result in material misstatements and a failure to meet our reporting obligations, each of which could have a material adverse effect on our financial condition and the trading price of our securities.
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the
On
The judicial freezing of the equity shares of the VIE, TRX ZJ, held by its sole shareholder,
19
Based on a search of publicly available information conducted by the Company on
As advised by our PRC Counsel,
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus and our
Forward-looking statements appear in a number of places in this prospectus and our
| · | our goals and growth strategies; | |
| · | our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; | |
| · | our future business development, financial condition and results of operations; | |
| · | expected changes in our revenues, costs or expenditures; | |
| · | our dividend policy; | |
| · | our expectations regarding demand for and market acceptance of our products and services; | |
| · | our expectations regarding our relationships with our clients, business partners and third-parties; | |
| · | the trends in, expected growth in and market size of the automobile sourcing industry, and the electric vehicle industry in |
|
| · | our ability to maintain and enhance our market position; | |
| · | our ability to continue to develop new technologies and/or upgrade our existing technologies; | |
| · | developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations; | |
| · | relevant governmental policies and regulations relating to our businesses and industry; | |
| · | competitive environment, competitive landscape and potential competitor behavior in our industry; overall industry outlook in our industry; | |
| · | our ability to attract, train and retain executives and other employees; | |
| · | our proposed use of proceeds from this offering; | |
| · | the development of the global financial and capital markets; | |
| · | fluctuations in inflation, interest rates and exchange rates; | |
| · | general business, political, social and economic conditions in |
|
| · | the future development of the COVID-19 pandemic and its impact on our business and industry; and | |
| · | assumptions underlying or related to any of the foregoing. |
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events, except as, and to the extent required by, applicable securities laws.
20
USE OF PROCEEDS
This prospectus relates to our Class A Ordinary Shares that may be offered and sold from time to time by the Selling Shareholders. All of the Class A Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their own accounts. We will not receive any of the proceeds from these sales.
DIVIDEND POLICY
We previously did not declare or pay any cash dividends and have no intention to declare or pay any dividends in the near future on our Class A Ordinary Shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
Subject to the provisions of the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the Articles:
(a) the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and
(b) our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.
Subject to the requirements of the Companies Act regarding the application of a company's share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.
Unless provided by the rights attached to a share, no dividend shall bear interest.
We are a holding company with no material operations of our own. We conduct our operations primarily through our affiliated entities in
CAPITALIZATION
The following table sets forth our capitalization as of
| · | on an actual basis, as derived from our unaudited consolidated financial statements as of |
| · | on an as adjusted basis to give further effect to (i) the issuance and sale of 5,400,000 Class A Ordinary Shares at the sale price of |
21
The information in this table should be read in conjunction with and is qualified by reference to the financial information thereto and other financial information incorporated by reference into this prospectus.
| As of |
||||||||
| Actual | As Adjusted (1) | |||||||
| Cash | $ | 27,456,502 | $ | 47,156,502 | ||||
| Acquisition payable | 1,875,002 | - | ||||||
| Equity: | ||||||||
| Ordinary shares: |
||||||||
| Class A Ordinary Shares: |
||||||||
| 1,372,949 and 12,867,394 shares issued and outstanding - actual and as adjusted, respectively | 34,324 | 321,685 | ||||||
| Class B Ordinary Shares: |
||||||||
| 50,000 shares issued and outstanding - actual and as adjusted | 1,250 | 1,250 | ||||||
| Additional paid-in capital | 46,361,339 | 67,648,980 | ||||||
| Accumulated deficit | (10,909,039 | ) | (10,909,039 | ) | ||||
| Statutory reserve | 275,150 | 275,150 | ||||||
| Accumulated other comprehensive loss | (3,420,333 | ) | (3,420,333 | ) | ||||
| 32,342,691 | 53,917,693 | |||||||
| Non-controlling interest | 397 | 397 | ||||||
| Total equity | 32,343,088 | 53,918,090 | ||||||
| Total capitalization | $ | 32,343,088 | $ | 53,918,090 |
| (1) | The as adjusted information discussed above is illustrative only. Our additional cash, additional paid-in capital, total equity and total capitalization following the completion of sale of up to 5,400,000 Class A Ordinary Shares pursuant to the Subscription Agreements, are subject to adjustment based on the terms described in the Subscription Agreements. |
22
SELLING SHAREHOLDERS
This prospectus relates to the possible resale from time to time by the Selling Shareholders of any or all of the Class A Ordinary Shares that have been or may be issued by us to the Selling Shareholders under the Subscription Agreements and the SPA.
Except for the forgoing, the other Selling Shareholders do not, and have not had, any material relationship with us.
The table below presents information regarding the Selling Shareholders and the Class A Ordinary Shares that they may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholders. The number of shares in the column "Maximum Number of Class A Ordinary Shares to be Sold Pursuant to this Prospectus" represents all of the Class A Ordinary Shares that the respective Selling Shareholder may offer under this prospectus. The Selling Shareholder may sell some, all or none of its shares in this offering. We do not know how long the Selling Shareholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Shareholders regarding the sale of any of the shares. The number of shares in the column "Number of Class A Ordinary Shares Owned After Offering" assumes the respective Selling Shareholder sells all the shares offered in this prospectus.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the
23
|
Number of Class AOrdinary Shares Owned Prior to the Offering |
Maximum Number ofClass A Ordinary Shares to be Sold Pursuant to this Prospectus |
Number of Class AOrdinary Shares Owned After Offering |
||||||||||
| 351,000 | 702,000 | - | ||||||||||
| 75,800 | 151,600 | - | ||||||||||
| 351,000 | 702,000 | - | ||||||||||
| EVER BEST TRADING CORPORATION LIMITED (4) | 367,200 | 734,400 | - | |||||||||
| FUTONG CONSULTING SERVICES LIMITED (5) | 91,800 | 183,600 | - | |||||||||
| GOLDEN BRIDGE CAPITAL LIMITED (6) | 367,200 | 734,400 | - | |||||||||
| 328,100 | 656,200 | - | ||||||||||
| 351,400 | 702,800 | - | ||||||||||
| 370,900 | 741,800 | - | ||||||||||
| 108,000 | 216,000 | - | ||||||||||
| 97,800 | 195,600 | - | ||||||||||
| 135,000 | 270,000 | - | ||||||||||
| 324,000 | 648,000 | - | ||||||||||
| 270,000 | 540,000 | - | ||||||||||
| 271,200 | 542,400 | - | ||||||||||
| RUIFENG CONSULTING SERVICES LIMITED (16) | 270,000 | 540,000 | - | |||||||||
| 570,100 | 777,600 | 181,300 | ||||||||||
| WESTELITE LIMITED (18) | 367,200 | 734,400 | - | |||||||||
| 265,400 | 530,800 | - | ||||||||||
| 316,620 | 496,400 | 68,420 | ||||||||||
| 694,445 | 694,445 | - |
| (1) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 351,000 Class A Ordinary Shares issued by the Company to |
| (2) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 75,800 Class A Ordinary Shares issued by the Company to |
| (3) | Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 351,000 Class A Ordinary Shares issued by the Company to |
| (4) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 367,200 Class A Ordinary Shares issued by the Company to EVER BEST TRADING CORPORATION LIMITED on EVER BEST TRADING CORPORATION LIMITED is a |
| (5) | Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 91,800 Class A Ordinary Shares issued by the Company to FUTONG CONSULTING SERVICES LIMITED on |
| (6) | Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 367,200 Class A Ordinary Shares issued by the Company to GOLDEN BRIDGE CAPITAL LIMITED on |
| (7) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 328,100 Class A Ordinary Shares issued by the Company to |
| (8) | Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 351,400 Class A Ordinary Shares issued by the Company to |
| (9) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 370,900 Class A Ordinary Shares issued by the Company to |
24
| (10) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 108,000 Class A Ordinary Shares issued by the Company to |
| (11) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 97,800 Class A Ordinary Shares issued by the Company to |
| (12) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 135,000 Class A Ordinary Shares issued by the Company to |
| (13) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 324,000 Class A Ordinary Shares issued by the Company to |
| (14) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 270,000 Class A Ordinary Shares issued by the Company to |
| (15) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 271,200 Class A Ordinary Shares issued by the Company to |
| (16) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 270,000 Class A Ordinary Shares issued by the Company to RUIFENG CONSULTING SERVICES LIMITED on |
| (17) |
Number of Class A Ordinary Shares owned prior to this offering consists of (i) 388,800 Class A Ordinary Shares issued by the Company to |
25
| (18) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 367,200 Class A Ordinary Shares issued by the Company to WESTELITE LIMITED on |
| (19) |
Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of (i) 265,400 Class A Ordinary Shares issued by the Company to |
| (20) | Number of Class A Ordinary Shares owned prior to this offering consists of (i) 248,200 Class A Ordinary Shares issued by the Company to |
| (21) | Number of Class A Ordinary Shares to be sold pursuant to this prospectus consists of 694,445 Class A Ordinary Shares issued pursuant to the SPA by and between Yuefu and the Company's subsidiary, TRX HK dated |
DESCRIPTION OF SHARE CAPITAL
You should carefully review the description of our share capital under the heading "Item 10. Additional Information- B. Memorandum and Articles of Association" in, and in Exhibit 1.1 to, our 2023 Annual Report, which report is incorporated by reference herein. We have provided the following summary of our share capital, as supplemented to reflect updates since the filing of the 2023 Annual Report:
Markets
Our Class A Ordinary Shares have been listed on the Nasdaq Capital Market under the symbol "TIRX."
Transfer Agent and Registrar
The transfer agent and registrar for our Class A Ordinary Shares and Class B Ordinary Shares is
Dividends
Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the Company's shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. The directors may from time to time pay to the shareholders interim dividends.
26
No dividend may be paid otherwise than out of profits or out of monies otherwise available for dividend in accordance with the Cayman Companies Act. The directors when paying dividends to shareholders may make such payment either in cash or in specie.
Unless provided by the rights attached to a share, no dividend shall bear interest.
Voting Rights
Subject to any rights or restrictions as to voting attached to any shares, at a general meeting of the Company, each holder of Class A Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) has one vote for each Class A ordinary share which such shareholder holds and each holder of Class B Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) has 18 votes for each Class B ordinary share which such shareholder holds. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.
Conversion Rights
Class B Ordinary Shares may be converted at the request of the shareholder into an equal number of Class A Ordinary Shares at any time. Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a shareholder to any person who is not any of
History of Share Capital
Unless otherwise indicated, all references in this prospectus to shares and per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split effected on
The following is a history of our share capital during the last three years.
Share Issuances under the 2021 Performance Incentive Plan
The Company filed a registration statement on Form S-8 on
Share Consolidation in
On
Share Issuances under the 2023 Performance Incentive Plan
The Company filed a registration statement on Form S-8 on
Share Consolidation in
On
27
Share Issuance for Acquisition
On
Share Issuance Pursuant to Subscription Agreements
On
PLAN OF DISTRIBUTION
Each selling shareholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholder may use any one or more of the following methods when selling securities:
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | settlement of short sales; |
| · | in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such securities at a stipulated price per security; |
| · | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| · | a combination of any such methods of sale; or |
| · | any other method permitted pursuant to applicable law. |
The selling shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in tuengage in short sales of the securities in the course of hedging the positions they assume. The selling shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in tumay sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
28
The selling shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Class A Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class A Ordinary Shares by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
EXPENSES
Set forth below is an itemization of the total expenses expected to be incurred by us in connection with the offer and sale of the securities. With the exception of the
| $ | 3,239.68 | ||
| Printer fees and expenses | $ | 5,000 | |
| Legal fees and expenses | $ | 136,000 | |
| Accounting and professional fees and expenses | $ | 125,000 | |
| Miscellaneous | $ | 6,000 | |
| Total | $ | 275,239.68 |
LEGAL MATTERS
We are being represented by
29
EXPERTS
The consolidated financial statements of
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the
We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports with the
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are allowed to incorporate by reference the information we file with the
| · | Our Annual Report on Form 20-F for the year ended |
| · | Our Current Reports on Form 6-K filed with the |
The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.
As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
30
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:
Address:
Tel: +86 13910563795
Attention:
You also may access the incorporated reports and other documents referenced above on our website at http://www.tianrx.com. The information contained on, or that can be accessed through, our website is not part of this prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
ENFORCEABILITY OF CIVIL LIABILITIES
We were incorporated in the
| · | political and economic stability; |
| · | an effective judicial system; |
| · | a favorable tax system; |
| · | the absence of exchange control or currency restrictions; and |
| · | the availability of professional and support services. |
However, certain disadvantages accompany incorporation in the
| · | the |
| · |
Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of
All of our operations are conducted outside
31
We have appointed
Shanghai Yuan Tai Law Offices (the "Yuan Tai Law Offices") , our counsel as to PRC law, has advised us that there is uncertainty as to whether the courts of
| · | recognize or enforce judgments of |
| · | entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the civil liability provisions of the securities laws of |
We have been advised by our PRC legal counsel, that there is uncertainty as to whether the courts of the PRC would enforce judgments of
32
11,494,445 Class A Ordinary Shares Offered by the Selling Shareholders
Prospectus
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers
In addition, we have entered into an indemnification agreement with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
Item 7. Recent Sales of
Since
On
II-1
On
| Shareholder | Number of Class A Ordinary Shares |
|||
| 351,000 | ||||
| 75,800 | ||||
| 351,000 | ||||
| EVER BEST TRADING CORPORATION LIMITED | 367,200 | |||
| FUTONG CONSULTING SERVICES LIMITED | 91,800 | |||
| GOLDEN BRIDGE CAPITAL LIMITED | 367,200 | |||
| 328,100 | ||||
| 351,400 | ||||
| 370,900 | ||||
| 108,000 | ||||
| 97,800 | ||||
| 135,000 | ||||
| 324,000 | ||||
| 270,000 | ||||
| 271,200 | ||||
| RUIFENG CONSULTING SERVICES LIMITED | 270,000 | |||
| 388,800 | ||||
| WESTELITE LIMITED | 367,200 | |||
| 265,400 | ||||
| 248,200 |
Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
See Exhibit Index of this registration statement.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
II-2
| * | Previously Filed |
| ** | Filed herewith |
II-3
(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% 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; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this 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) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
| (5) | That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (6) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. |
(b) 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 provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
| By: | /s/ |
|
| Title: Chairman, Chief Executive Officer, and Director | ||
| (Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Ms.
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
| Title | ||
| /s/ |
Chairman, Chief Executive Officer, and Director | |
| (Principal Executive Officer) | ||
| /s/ |
Chief Financial Offer | |
| (Principal Accounting Officer and Principal Financial Officer) | ||
| /s/ |
Director | |
| /s/ |
Independent Director | |
| /s/ |
Independent Director | |
| /s/ |
Independent Director | |
II-5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in
| Authorized |
||
| By: | /s/ |
|
| Title: | Senior Vice President on behalf of |
II-6
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